My Little Halo: Harmony Evolved
by Arcane Howitzer
Summary: When a Top Secret package activates on board the UNSC Cruiser Guam, turning the entire crew into ponies, it sets on coarse a collision of universes, ideologies, and forces that could save humanity in their darkest hour, or doom peaceful Equestria to burn.
1. A Brush With Harmony

Disclaimer: My Little Pony Friendship is Magic is owned by Hasbro. Halo is owned by Microsoft (or some sub-company thereof). I have no stake in either and seek no profit from this work. This is purely a fan creation.

**UNSC GUAM**

**17 September 2551 0258 Military standard time**

**Location: Slipspace, En Route to Reach from [CLASSIFIED]**

It was, more or less, business as usual aboard the Guam. Most of the crew of the kilometer-and-a-half-long cruiser was in croysleep. After all, they were still a week from their destination, even at the faster than light speeds provided by slipspace travel and during the trip there was little to do besides sleep anyway. With the ship's AI handling most, if not all, of the "steering", even the skeleton crew kept awake in case of emergency found themselves bored more often than not, Which inevitably lead to speculation on their task.

The ONI briefing was nothing more than a set of instructions: go to the coordinates they were not allowed to know, pick up a package they were not allowed to open from an installation whose name and location they were not allowed to know, and return home. There was even a spook on board to make sure they follow it _to the letter_. He more or less sulked on the bridge the whole time. The main question going around the ship was 'why us?' Cruisers like the Guam were in very short supply and _very_ high demand for the war effort. With the Covenant steamrolling their way through fleets and colonies, everything was in high demand, but the Guam was one of, if not _the_ largest and most well-armed ships left, and a _frigate_ could have done this job.

_Well, wondering won't get me any answers_, mused Captain Arnold, whose fine ship this was. _Hell, they'll probably just give me some shore leave and say it never happened.__ It wouldn't be the first time someone got pulled from the front lines to run errands for some ONI pet-project_. He was on the observation deck at the moment, staring out at the infinite blackness of slipspace. He often came here to think, the blank void offering not so much as a twinkling star to distract his wandering mind.

* * *

><p>It was as the captain was leaving to glare at the package through a security camera's feed for what seemed like the hundredth time, that it happened. Warning lights flashed, followed barely a second later by a blinding light and searing pain as it felt like his body was being torn asunder.<p>

For the ship's AI Agatha, those brief seconds felt like years. It started with an anomaly in the cargo hold, the ONI crate to be precise. Almost before she could react, which is impressive when one thinks as fast as most supercomputers, some… _force_ tried to hijack the ships FTL drive and drag them out of slipspace on some bizarre new heading. Luckily for everyone, she had managed to isolate the package's interfering frequency and stop the unexpected detour before it could do more than budge the ship out of place slightly. Such a sudden translation to real space would have torn the ship and everyone on it to shreds.

Unfortunately, the slight brush with wherever it was trying to send them had created its own anomaly, one far more immediately noticeable, and with far stranger effects.

* * *

><p>Theodore 'Ted' Hathings, the ships communications officer, was in the mess hall, playing poker with other members of the bridge crew when the Flash hit. It was over before he could react, the pain gone before he could scream. When the light faded, he was on the floor, though he didn't remember falling, and his entire body felt strange, as if he hadn't spent his entire life living in it. He slowly extracted himself from the floor, having trouble making his body move the way it was supposed to. Everything just felt <em>wrong<em>.

When he got his head back up to table level, he froze. Staring back at him was something that was obviously not human. In fact, it looked like a small horse or pony with abnormally large eyes, a pale yellow coat of fur, and a single horn spiraled out of the center of its forehead. As it caught sight of him, it too froze. As they stared at each other, other ponies began rising from their positions on the floor. Most had horns as well, though one had a pair of wings instead, all of them were different colors, and each had a mark on its rear end which somehow represented the person who had occupied that seat moments before.

He was so busy glancing from one pony to another that he almost didn't notice they looked almost as freaked out as he was. In fact, he was about to panic right there when one of them walked rather unsteadily to the table and looked at the cards strewn about. Ted followed his gaze and noticed that there were no less than seven aces lying amongst the pile. "Well, so much for that hand," he said, sounding rather disappointed that their game was interrupted in such a manner.

"Who cares about the game?" one of the other apparent-crewmen shouted. "We don't even _have_ hand anymore!"

"Calm down! I was just trying to lighten the mood."

"We're in the middle of a _crisis_! We don't need a lighter mood! If we needed a lighter mood, I'd get out my unicycle and start doing laps around the gymnasium!"

"You have a unicycle?" one of the other, non-panicking people present asked.

"**That's not the point**! The point is that our _survival_ on this ship is dependent on us pushing buttons, and our hooves are now five times the size of the buttons we need to push! If anything, _anything at all_ goes wrong, we! Are going! To _die!_" By this point he was practically frothing at the mouth, and several other crewmen/crewponies were looking worried as well.

The fearful tension lessened somewhat when a nearby comms speaker crackled noisily to life, startling the unintentional panic-monger into leaping several feet into the air and landing flat on his back, legs flailing in a myriad of directions. "All active crew please report to the bridge. As you may have noticed, we have a major situation," the captain's voice sounded from the offending speaker.

"See? Even the _captain_ doesn't think it's a crisis," the pony who had first spoken said with a haughty tone, earning an annoyed "shut up," from the form sprawled on the floor.

As the group headed to the ship's bridge, they occasionally met up with other crew members making their way there as well. Most of them looked kind of shell-shocked, as though they hadn't quite accepted what had just happened. _I can't really blame them,_ Ted thought to himself. _I'm having a hard time believing this myself._

"So, what the hell do you think just happened?" said one of the newer arrivals, a dark purple unicorn who, judging from the twin gears adorning his rump, worked in engineering. "I mean, is this some sort of new Covie weapon? Because if it is, we are so hosed."

"Nah," replied Nathan, the ship's navigations officer. "The Covenant aren't that subtle. They would've just blasted the ship and moved on. My money's on that box we picked up. I only got to see it once, but that was enough to get some weird vibes from it."

"So this is ONI's fault? Well, so much for going home any time soon."

"Hey, shut it! We're here."

The group entered the bridge, crowded despite the fact that most of the crew was still frozen. As Ted looked around, he noticed that, while most of the crewpeople present were unicorns, some of them were winged pegasi, and a few had neither wings nor a horn. The captain, light brown 'generic' pony with a waving UNSC flag on his rear, was standing at the head of the gathering, conversing quietly with Agatha, who seemed unchanged, and the ONI spook, who now sported a horn, and a mark resembling the emblem of the Office of Naval Intelligence on his rump like some sort of brand.

As the last of the ponified people filed into the bridge, the captain spoke up. "As you have no doubt noticed, we are no longer human. Thanks to Agatha's sensor readings during the event and the input of Mr. Smith here, we have come up with a good guess as to what just happened. The package we picked up was supposedly some kind of Forerunner artifact, a battery of immense power, to be precise."

"So it just up and decided to turn us all into ponies?" one of the small crowd spoke up.

"No." this time it was Agatha who spoke, her hologram, a blonde woman with a practical Victorian era outfit, dissipating to make way for a diagram of the ship with the Slipspace drive and offending crate highlighted in red. "Your condition is merely a side effect of the objects attempt to hijack out FTL drive and yank us off course. If it had succeeded, none of you would be worrying about your bodies."

"So why would that turn us into ponies?"

"I honestly have no idea," the AI replied. "All I managed to get from the attempt was a set of coordinates, but I have no idea where they would lead."

"Did it get the people in cryo?"

"Yes."

"Did it do anything else?"

"Aside from reshaping any clothing worn at the time, no, which means we are effectively unarmed at the moment.

"So how come Agg didn't change?"

"Because," the AI spoke up, "my hologram is just a projection which I can change at any time. Even if it did end up getting affected, I could change it back before you could blink."

"Any other questions?" Silence filled the bridge for a moment. "Good. We'll be arriving at Reach in a week, and I won't have anyone tripping over their own feet when we get there. So start waking people up and getting them acclimated. Hop to it people!"

* * *

><p>Meanwhile, in the peaceful land of Equestria, the two princesses who ruled over its pony inhabitants with millennia of wisdom and god-like power were having a very confused discussion.<p>

"Are you sure that's what you felt?" Princess Luna was somewhat smaller than her sister, though still taller than almost any other living pony. Her coat was dark blue, almost black, and her mane and tale were not so much hair as a starry night drifting from her body, seemingly blown by some invisible wind. She, like her sister, had both wings and a horn, and she used her magic to bring beautiful nights to their kingdom, as represented by the crescent moon cutie mark adorning her flank.

"Yes Luna. The Elements of Harmony are not the kind thing you can forget." Princess Celestia was a radiant white in color, with a flowing "mane" the colors of the sunrise. Her appearance, along with the sun emblazoned upon her flank, made it clear that she was In charge of the daytime. "And yes, all six elements are right where I left them. I checked as soon as I could."

"But it's been nearly ten thousand years since we found them! Why would a new one wait until now to reveal itself?"

"I don't know, Luna. Perhaps it has something to do with them being used in such rapid succession. It was ten thousand years ago that we used them to imprison Discord. A thousand years since I used them to… to imprison you." Luna flinched at the mention of her brief stint as Nightmare Moon, and subsequent thousand year banishment to the moon. Even now, after more than a year with the best therapists in Equestria, she was having trouble dealing with that particular personal demon. "And now they've been used twice in less than a year, on you and Discord both!"

"If that were the case, then why would it leave? And you said you felt other presences with it, like normal ponies but not quite. What would that mean?"

"I don't know, but I fear there are circumstances at work here that we could not possibly know. Please tell me if you find anything strange while you're out at night, and be safe. I don't want to lose you again."

"Don't worry Tia, I will." At that, the two princesses left. After all, it was almost sunset, and they both had jobs to do.

Authors notes: This was pounded out in approximately eight hours, so little errors may have slipped through. I feel good about this though. Being turned into a pony and being stuck in Equestria seem to go hand in hand, but I've decided to shake that up and see what the military minds of the UNSC think about this without bringing magic into the mix.

And no, the Elements of Harmony are not Forerunner artifacts. They are much older and more mysterious, in addition to not being native to the Halo Universe.

Post-Revision Note: Looking back, I noticed that the atmosphere aboard the _Guam_ was a lot less strict than one would expect from a military vessel, so I performed a near-complete overhaul of the chapter. This took approximately an hour, and was done in the middle of the night, so please let me know if anything is amiss.


	2. Meet The ODST

Disclaimer: My Little Pony Friendship is Magic is owned by Hasbro. Halo is owned by Microsoft (or some sub-company thereof). I have no stake in either and seek no profit from this work. This is purely a fan creation.

* * *

><p><strong>UNSC GUAM<strong>

**17 September 2551 0258 Military standard time**

**Location: Slipspace, En Route to Reach from [CLASSIFIED]**

ODST Corporal Jason Hoover hated cryosleep. It meant sleep, which meant a dream. It was always the same dream, too: the amusement park. That _damned_ amusement park.

It was on another lost colony, he had forgotten which one, where they had been stationed. They'd been forced to leave the base to escort some package. To send Ninety-seven men with armor and air support, it was obviously a very important package. The Covenant certainly thought so, as barley an hour out, they had heard that the base they had left from had fallen with no survivors. Then came the news that the extraction point was overrun, and they were being redirected to the Dancing Jungle Amusement Park.

He had been stationed as a sniper on top of the rollercoaster, and as such had gotten a bird's eye view of the battle. He could still see it now. They must have killed thousands of grunts and jackals, hundreds of elites and hunters. The landscaped was speckled with the blue flames of wrecked vehicles, and they _just kept coming_, even as the pathways ran black and purple and florescent blue with their blood, for all that you could see it through the press of bodies.

The tide kept coming, and men fell beneath it, one by one, in twos and threes where grenades and mortars hit, ten at once when the Ferris wheel fell. They fell back, inch by inch, until by the time extraction came, there were only six men and a warthog in the concert hall with the package, and a lone sniper on the rollercoaster. He remembered looking out the back of the pelican as it flew off. He had seen hell many times since, but there's always something memorable about the first time.

He had joined the Orbital Drop Shock Troopers soon after. After all, if that hell hadn't killed him, nothing would.

And so he survived to be stationed on the _Guam_ and dream of hell once again. This one was notable only in that he was not seeing it through his own eyes. Instead, he was down on the front lines, in the body of another soldier. He didn't know the kid's name, but then again, he didn't need to, to respect him. A plasma grenade flew out of the alien hoard before him to fall at his feet. He grabbed it, and it stuck fast to his hand as they always do. Then he vaulted out of cover and ran towards the onslaught where he used the grenade-laden hand to punch the elite leading the change. There was blinding light and searing pain as he was engulfed in a miniature sun, followed by the most peaceful sleep he had gotten in fifteen years. Shame it only lasted half an hour.

He felt consciousness calling him back, and he grudgingly followed. He felt the numbing chill of cryogenics leave him, and finally awoke to the hissing of released pressure as his tube opened. He collapsed forward, as usual, but for some reason couldn't quite fall to his accustomed position on his knees. He then went through the routine of hacking up the residue in his lungs and swallowing it back down. He stretched out his body, working out the stiffness in his arms, legs, wings, and… _Wait. Wings?_

Jason craned his neck to look at the new appendages on his back, and in doing so got a good look at the body that was definitely not his. Of the various animals that filtered through his head, "pony" was the one that seemed to click. _A pony. Why am I a pony? _He was about to present this question to the crewman who had overseen his thaw, but stopped when he saw another pony instead. Glancing around in hopes of finding some clue as to what was happening, he saw nothing of interest besides other ponies in various states of de-thaw and/or panic. He then decided that this dream, though interesting, was not as pleasant as the oblivion he had been experiencing before and he wasted no time returning to that state.

After less than a minute, he felt something hard tapping his head. "Wake up, buttercup. Who'd a thought an ODST would faint at the sight of ponies. Well we all gotta face our fears someday!" _crack!_ Jason was now wide awake and aware that he had just clocked someone in the jaw with a hoof-weighted punch. The pony who had received the blow looked stunned form a moment, then shook it off and laughed. "Ha! Loo' li'e ya s'ill go' somn figh' lefth, bu' sa'e I' for the a'iens an' han' me tha' medpack; I thin' ya 'roke ma 'aw."

Appling the medpack was a tricky affair, but they eventually got the bone set. His apologies were waved off by explaining that extreme confusion was perfectly natural in a situation such as that, and everyone was quickly brought up to speed on the "What the Hell happened?" front. They were told to get used to their new bodies and the peagasi were told to report to the hanger bay five for "flight testing" in a few hours, after which everyone was dismissed to try to get back into the routine of ship-life. Considering for most of them, ship-life oscillated between cryosleep and combat stations, this left a lot of marines with nothing to do.

Jason took the opportunity to get a look at his new body, as most everyone else was doing. His coat was a mottled grey, almost like a natural camouflage, and completely hid all of his various tattoos, with one exception; there was a mark on his rear that he didn't remember being there when he went into cryo. It took the form of a rifle's crosshair centered on his ODST helmet, which appeared somewhat transparent. _Come to think of it, didn't everyone else have a mark right there?_

He idly wandered around the ship, observing how everyone was reacting to the sudden shift in anatomy. The lack of fingers seemed to be the only sticking point. Aside from that, everyone seemed interested in talking about the strange marks; everyone had one, no two were alike, and they always represented something about the person they were on, be it pre-war occupation, military specialization, or just a particularly strong facet of their personality. The only time they followed any other pattern was on the ODST, whose marks always seemed to feature their helmets.

Jason managed to meet up with the rest of his squad, now consisting of two unicorns and two "regular" ponies. There was Martha, their explosives expert, now a pale blue unicorn, though her fiery red hair was still evident in her mane and tale. Her mark was an equally fiery explosion with her helmet, a customized EOD model she had "acquired" some years ago, in front of it. The explosion could have represented either her temper or her skill with demolitions; probably both.

The other unicorn, this one olive green all over, was Kyle. Kyle was a master with any vehicle, from either side, and had, at one point, decimated an entire Covenant armor column with their own tanks, a tale he never seemed to tire of telling, and never told the same way twice. His mark was a spinning, smoking tire, the smoke cloud taking the form of his Pilot helmet, complete with the image of an elite skull he had carved in it after seeing a SPARTAN with a similarly-carved helmet.

The squad leader, Lt. Samuel Johnson, was slate grey, with the fur on the right side of his face roughened from the plasma-burn scar it now hid. His mark was simply a rain of spent shells reflected in the visor of his helmet, a testament to both his quiet nature and his long and colorful military career. At the moment, however, he was enjoying a meal of the one thing everyone was sure their new bodies could eat: salad.

Omar was the team's close-quarters specialist, now a mud-brown stallion with a blood-red mane. His entire left rear leg was replaced with a mechanical prosthetic whose black paint now clashed with its owner's new coloration. His intimidating appearance was accentuated by the mark on his flank: two swords crossed behind, or possibly through, his matte-black helmet. The blades closely resembled a battered machete he often carried into combat, and close scrutiny revealed what appeared to be a thin trickle of blood running down the edges of both blades to gather at the tips.

Jason approached the table in time to hear the tail end of another of iteration of Kyle's story. "Then this Elite rips the hatch offa my tank and, I swear, he almost just walks away before he realizes that I'm not an elite myself. Of course, this gives me enough time to grab my shotgun and blow his brains out, but by that point my cover was completely blown and I just started blasting all the other wraiths around me. That had to be one of the hairiest fights of my life. Hey, Jason! Glad you could join us!"

"At least one of us got something out of this… whatever the hell this is." Omar's customary scowl was more pronounced than usual, causing Jason to forgo the obvious "Why the long face?" joke for the sake of continued survival.

"What this is," Sam said through a mouthful of greenery, "is a situation. One we have to adapt to in the time we've got, just like every other time the higher-ups screw up. Just be glad we've got some peace and quiet in the meantime."

"Easy for you to say, Lieutenant," Martha scoffed. "Your occupation doesn't have manual dexterity as a survival requirement! How the hell do you expect me to arm and disarm high explosives with _hooves_?" She waved the digit-less appendage at him to accentuate her complaint.

"At least this didn't rebuild any of the buildings you demolished!" Kyle added his voice to the complaints. "Do you know how long it took me to carve that-"

"ENOUGH!" Sam cut them off. "Okay! We get it! This is bad! But complaining about what you do or do not have is _not_ going to change anything, so stow the whining." A few awkward moments of silence passed before the lieutenant's glare softened. "I'm sorry. This situation has everyone on edge, with good reason, but if we're going to be of any use from this point on, we need to learn how to use what we've got instead of complaining about what we don't."

There were several more seconds of silence which Omar decided to break. "I wonder if we could maybe design some sort of claws or something to strap on to our hooves. I mean, I've heard getting kicked by a horse can kill, so imagine what'll happen if we strap blades to these things!"

"That's the, admittedly rather gruesome, ticket! Anyone else have any ideas? Preferably ones that don't involve running up and kicking armed covies."

"How about a harness-mounted missile system?" Martha offered. "We might even be able to hook the targeting system up to our helmet displays."

"A Saddle Silo! That's more our speed!"

"Ha ha hell no, sir. A regular harness will work, but we'll have to start packing ice picks on our drops the day I wear a _saddle_!"

"Whatever. It's still a good idea. Someone should write it down." After a moment of awkward silence, the whole squad burst out laughing. Once that petered out, they used their improved mood to continue brainstorming how to use their new forms to bring pain to the covenant menace. This eventually devolved back into the telling of more war stories and otherwise joking around.

And time, as it is wont to do, passed with lightning speed amid their conversational enjoyment, until it was interrupted by the crackling of the intercoms. "All crewmembers now sporting wings, report to hanger bay five."

"Well, that's my cue." With a wave of his hoof, Jason left at a trot. He somehow kept this pace all the way to the hanger, only stumbling a few times. When he reached the hanger, an immense cavern of metal large enough to house an entire squadron of Longswords, he stopped. Not because of the structure itself, as he had seen bigger while stationed aboard a carrier, but because the place was filled with pegasi crowded around on landing pads and overhanging walkways. Looking into the crowds, he could see other types of ponies as well; half the crew must have shown up!

Looking into the air space of the hanger, he saw why. Out there, flying completely unsupported was yet another pegasus. The man was _flying_. Not just flapping his wings and not falling, but actual high speed evasive maneuvers _flying_, complete with barrel rolls and loop-de-loops. At one point he even reversed direction by landing on, and immediately jumping off of the _ceiling_!

After about ten minutes of aerial acrobatics, during which a few more ponies filed in, he stopped, midair, and hovered there. "Now as you can plainly see," A voice which Jason assumed belonged to the flier boomed out of a nearby intercom speaker, "these wings are fully functional. In fact, they seem to run on instincts provided by our new bodies. But you know what? Instinct isn't good enough! We are going to train until all of you can repeat my stunts _in your sleep_! We are going to train so hard that once we get to reach, we will _still_ be the best fighting ship in the whole damn fleet, thumbs or no thumbs! Do I make myself _clear_?"

The hanger shook with a single, resounding "Sir, Yes Sir!" They were then divided into training groups based on combat roles, and given training regimes based on that; Medics focused on carrying heavy, human-shaped weights at high speeds, scouts learned infiltration tactics that would make any ninja proud, pilots trained in the aerobatic maneuvers that had been demonstrated earlier, and front-line grunts discovered their own meaning for 'death from above'. Each group had its own designated training hangers, where they were then directed.

Jason, being a scout and sniper by virtue of his less-than-brave (though by no means cowardly, he just wasn't willing to stand in the way of a massed Covenant charge.) nature, was put on the stealth track. That was fine with him, as he had always had a bit of a knack for moving unseen from one sniper nest to another. In fact, his 'sudden instincts' seemed to be geared more towards stealth than aerobatics, as were almost all of his fellow scouts. A few, however, were reassigned to groups more appropriate to their apparent specialty.

The week passed in a blur, with training taking up a noticeable amount of time. His other squadmates also had some training of some sort or another, mostly in 'hoof-to-hoof combat', though apparently the standard rocket launcher could be easily modified to work without hands. Until they could get some customized equipment, those would be their main weapon.

Effective or not, the UNSC _Guam_ was now the most unique fighting force in the whole damn fleet.

* * *

><p>Author's Notes: Behold! We have a main character! An ODST sniper by the name of Jason Hoover.<p>

In case that first scene didn't tip you off, the Halo universe is _not_ a nice place. A zealously genocidal alien juggernaut/nation will do that.

As Always, Review and tell me what I did wrong so I don't make the same mistakes again!

Post-Revision Note: Very little was actually done to this chapter. The only thing of note was Omar's and Jason's cutie marks.


	3. Adaptations and Revelations

Disclaimer: My Little Pony Friendship is Magic is owned by Hasbro. Halo is owned by Microsoft (or some sub-company thereof). I have no stake in either and seek no profit from this work. This is purely a fan creation.

* * *

><p><strong>Reach Station Gamma<strong>

**23 September 2551 1127 Military standard time**

**Location: Planet Reach orbit**

The cruiser _Guam_ had arrived approximately ten minutes behind schedule and one hundred kilometers off course. This was well within acceptable parameters, and the dockmaster AI Doppler extended the standard handshake protocol and docking permission to the ship's AI. It fully expected that the handshake would be accepted and that the ship would begin docking procedure. It did not, however, expect a reply of possible biohazard contamination, and the images accompanying that warning were, beyond a doubt, the most unexpected surprise the AI had ever been subjected to. Within ten seconds of the _Guam's_ transition to normal space, packets containing a detailed write-up of the situation had been sent to various high ranking naval officials. Over the next thirty minute, there were more than a dozen requests for thorough inspections of Doppler's systems, and at least three requests for his decommissioning on grounds of obvious early rampancy. Still, by the time the _Guam_ docked, there was a Hazard Containment team waiting.

As the airlock cycled, Private Jenkins wondered what was going on. They had been told what to expect, of course, but that had just convinced him that the Sarge was pulling a joke on HazCon team three. He honestly didn't expect to find anything abnormal on the _Guam_, let alone _ponies_. That was just stupid. It wouldn't even make a good drill, because that sort of thing _just doesn't happen_. It was so unlikely that he and the entire team were visibly surprised to see three of the impossibilities waiting for them as the airlock opened.

After an awkward silence, one of the… ponies… spoke up. "Feel free to come aboard. We're here to make sure you know what's where now, since we've had to do a bit of reorganizing." The one that had spoken bore a simple nametag: Corp. J. Hoover, 85th ODST. He also had wings. No one had told Jenkins that they would have wings. Or maybe they had and he had just ignored it because the whole thing was obviously a joke. This had to be some kind of elaborate joke. People don't just turn into ponies.

Jenkins apparently wasn't the only one there thinking that, as Doctor Mark, the medical specialist who was there to do the actual inspecting, started laughing. "Ha Ha Ha. This is some kind of joke right? We're being filmed right now for Galaxy's Most Gullible People, aren't we? That's the only logical explanation! That's funny, that they thought they could pull something like this over on us. Hahaha!"

As the doctor continued to laugh in a rather unhinged manner, the ponies before them did an amazing impression of people who had seen this coming and were still disappointed in it. "You have been ordered to give this vessel a clean sweep," "Corporal Hoover" said in an annoyed tone. "Therefore, it shouldn't matter if this winds up broadcast to the entire _universe_, you still have to do it. Now hurry up, these wings came with a need to use them, and the hangers here just aren't big enough."

"But… But this is ridiculous!" Jenkins protested

"Yes. Yes it is." One of the other ponies cut in. Its voice identified it as female. Her name tag identified her as Corp. Martha Simmons, 85th ODST. Her horn identified her as a unicorn. "You know who knows that better than anyone? The people who have been _living _it for the past week! Now it you don't get your asses in gear, you're gonna find out if this can spread the hard way." Her tone made it clear that they would not enjoy it if they didn't start moving.

Luckily, aside from everyone being a pony and other minor things that would come with that, tests found nothing abnormal aboard the ship. Samples were sent to labs for more thorough analysis, but the mobile tests covered every way something could be spread to humans, so there was no reason to keep the crew of the _Guam_ under quarantine. No one had really expected them to find anything, but better safe than sorry.

The package was collected, and the crew was quietly escorted to a remote base in the Viery plateaus. After all, if it went public that the entire crew of a heavy cruiser was no longer human, there was no way to tell what the reaction would be. The ship itself was moved to dry dock for "refitting."

* * *

><p><strong>ONI Castle Base<strong>

**23 September 2551 1600 Military standard time**

**Location: Planet Reach**

In an obscure corner of the base, behind a secret door openable only by a keypad that as far as most people knew wasn't even powered, sat a large table. Though this table rarely saw use, at the moment it was occupied by some of the brightest available minds on the UNSC payroll.

"So, I take it everyone knows why we're here?" Fleet Admiral Marcus Langston, current coordinator of Reach's Logistic and, if it came up, defensive efforts, spoke up.

Doctor Catherine Halsy, the mind behind the famous SPARTAN II project, glanced through the notes she had received just hours prior more to confirm that yes, she was about to say this, than to remind herself of any details. "At Approximately 0300 hours on September the seventeenth, a forerunner artifact, previously presumed to be a simple, if powerful, power storage device, activated, turning the entire crew of the Heavy Cruiser _Guam_ into a super-advanced species of pony. What data we've gathered suggests that they are the equine equivalent of _Homo sapiens_, possessing cognitive and digestive abilities far beyond the average horse. In addition, there are subspecies resembling the Pegasus and unicorn of ancient mythology. The pegasi have demonstrated their capability of powered flight, but we do not know the significance of the unicorns."

"Right," the head of the Xenoarchaeology branch of ONI, whose name no-one else present had bothered to remember, and whose presence at the meeting was the subject of some question, said. "I thought I was just imagining that. Well in that case, our main questions should be 'What happened?' 'How can we use this?' and 'Can we reverse this?' For how we can use them, the pegasi are obviously useful, and they're all veteran crewmen or soldiers. As for the other two questions… the info packet mentioned something about coordinates? That should be our first area of study."

"Correct." Langston replied "Whatever the artifact did involved a set coordinates. However, there are two problems about exploring this. One: How to do so without risking more people, and not just to this pony thing. For all we know the Covenant is already there; it wouldn't be the first time. Two: as far as we can tell, these coordinates bear no relation to anywhere. Meaning they don't exist, so it should be impossible to send anything there."

Halsy spoke up again. "An unmanned probe would solve problem one. All it would really need to be is a drive and a sensor suite, with coordinates for a deep space rendezvous with an actual ship. No humans are put at risk, and nothing would be lost that wouldn't already be lost if we sent an actual ship. As for problem two, the artifact wouldn't try to follow coordinates that don't exist. There must be something there."

"An unmanned probe?" The man who spoke this time was the CEO of the main shipbuilding company being used for the war effort. He was also, of course, an ONI agent. "We can make one of those in a week, maybe two. So unless someone else has something to say, I do believe we all have other things we need to get back to."

"Well, the people who were affected have requested special equipment, on the assumption that they will be returning to the war."

"Give them what they need." The admiral said dismissively, "We need every trained body possible, human or not."

With that, they filed out and returned to whatever it was they were doing beforehand.

* * *

><p><strong>Outpost Epsilon, Viery Plateaus <strong>

**5 October 2551 1000 Military standard time**

**Location: Planet Reach**

One of the few things to be said of Outpost Epsilon was that it was actually big enough to house the entire crew and military compliment of a heavy cruiser. The fact that ONI maintained a base designed to keep approximately five thousand people out of the public eye was unsettling, but at least it was quickly outfitted for its new occupants. Over the first few hours, the refitting team that had been sent replaced most vital equipment, such as doors and stoves, with hoof operable versions. Over the next few days, the crew received equipment redesigned for hoofed use, everything from an improved version of the 'quick fix' rocket launchers they had practiced with in slipspace to refitted uniforms and body armor. There were even some altered vehicles for them to practice with. The only things missing were guns, due mainly to the fact that while a rocket launcher's trigger was large enough to operate with a hoof, normal handgun triggers were not.

The crew themselves spent most of their time training, since they still expected to be able to return to the war at some point. The rest of the time was spent trying to beat the dry, dusty heat of the Viery region. For most of them this meant staying inside the air-conditioned bunkers, but most of the pegasi, by dint of now being aerial creatures, preferred to stay outside; they just weren't comfortable in close spaces anymore.

That was why Jason was lying in a small patch of shade watching clouds with another Pegasus instead of sharing a drink with his squad inside. He was staring at a rather substantial chunk of cloud when he was struck with an idea. Turning to the other pony, who was lemon yellow with a mark that looked like a thunder cloud with lightning shooting out in four directions like the points of a compass; he tried to get his attention. "Hey Spark."

"My name's Mark." The other pony grumbled back.

"Whatever. Clouds are made of water, right?"

"Yes?" heasked more than answered, obviously hadaving no idea where this obvious fact would lead.

"We can fly now, right?"

"I can. Don't know about you."

"Why don't we fly up into that cloud right there? It'll be like a sauna, only cold instead of hot."

After a few seconds of consideration, Mark replied, "You, sir, are a genius." The two took off, flying up to the object of their focus.

As he got closer Jason closed his eyes, expecting it to be like stepping into a cold shower. He was understandably surprised to find it more akin to running face first into a wall of wet cotton. He then heard a muffled _thwump_ next to him, indicating that Mark had made the same mistake. They peeled themselves off of the cloud, staring at the supposed vapor that was behaving in a decidedly un-vapor like fashion. "Hey Spark?"

"Yea?" Mark was too stunned to notice the nickname.

"Did we just hit a cloud?"

"Yep."

"Weird." He experimentally scraped at the cloud, and looked at the chunk that was clinging to his hoof. Shaking that off, he pressed his hoof into the cloud, scooped out a significantly larger piece, and looked into the hole he had made. He squeezed the chunk in his hooves, watching as it compressed, darkened, and eventually rained. He stuck what was left back onto the cloud, where it stuck seamlessly. Then he looked back at an increasingly stunned-looking Mark. "Hey Spark. Are you thinking what I'm thinking?"

"That you could singlehandedly render the field of meteorology obsolete, thus making fifteen years of my life utterly meaningless?"

"Actually, I was thinking something more along the lines of 'Cloud Fort Alpha,' but you do raise an interesting point." He then started digging into the cloud, forming a large opening within minutes. "Are you going to help?"

"What?"

"If I'm going to turn this thing into a floating barracks, I'll need some help. Why don't you go get some of the other guys, and maybe alert the CO?" He started flattening out a ledge in front of the opening as Mark flew off. By the time he returned, with various higher-ups in tow, there was already a large crowd watching the physics-defying spectacle, and a smaller crowd of pegasi aiding in the effort. The cloud itself was actually starting to look like a proper structure, instead of a mass of vapor.

Captain Arnold called a pegasus down from the apparent construction site. The conversation that followed involved many questions, several shrugs, and an order for a complete demonstration to be filmed and sent in "for those ONI folks to puzzle out." It made no more sense in front of a camera than it did up in the sky, but they did learn a few valuable facts: only the pegasi could manipulate clouds. To everyone else, it acted like a normal cloud, even after it had been formed into a platform. In addition, equipment held by a pegasus shared in its cloud-touching ability and retained this quality for several minutes after being dropped. The video was sent in with a simple note. "If you can figure out how we're doing this, please tell us. We'll probably be seeing you soon."

* * *

><p>Meanwhile, high above the planet, a large device of plastic, metal, and the occasional exotic element blasted a hole in the fabric of reality. Its departure through this rift was noted by any AI with access to basic sensors, though all but a few of them ignored it as ships were always coming and going at Reach. Those who did record the event did so because they had been told what trail the probe would be following, if not where it would lead. It would arrive in about a week, record data for another week, then rendezvous with a frigate in deep space. Everything had been planned out. Nothing would stop it.<p>

The threshold of dimensions was the point of no return.

* * *

><p>Author's Notes: That cloud building scene gave me quite a bit of trouble, and I can't help but feel it's going to cause a few plot holes latter on. But I'll burn that bridge when I get to it.<p>

For those of you who have been waiting to see the ponies you're all familiar with, (You all do know them, don't you?) that time is rapidly approaching. Those of you who want to see some alien-ass-kicking badassery, it's in the works, but won't see the light of day for quite some time. Next stop, Equestria!

As always, watch and review. Show me my mistakes so I don't repeat them.

Post revision notes: Just some minor detailing. Nothing to really see here.


	4. First Contact

Disclaimer: My Little Pony Friendship is Magic is owned by Hasbro. Halo is owned by Microsoft (or some sub-company thereof). I have no stake in either and seek no profit from this work. This is purely a fan creation.

* * *

><p><strong>Orbit above unknown planet<strong>

**12 October 2551 0300 Military standard time**

**Location: unknown**(unable to find reference point)

The probe exited slipspace without difficulty and proceeded to scan surrounding space for possible threats or objects of interest. It "saw" the planet it was now above and, after ensuring that there was no Covenant craft anywhere nearby (there wasn't) it used on-board microthrusters to place itself in a stable orbit to gather data from. The planet was approximately Earth-size, had a Nitrogen-Oxygen atmosphere, large continents separated by oceans, evidence of tectonic activity; this was the very definition of an Earth-like planet! There were even signs of civilizations, if not technologically advanced ones. If the probe was capable of emotion, it would have been squeeing with joy. Instead, it continued doing the only thing it knew: watching silently.

After a few minutes of that, something strange happened. Its sensors detected a flash of light, and then there was suddenly an object, somewhat larger than a human but not significantly so, barely a dozen meters from it. The probe turned nimbly with its thrusters in order to bring its optical sensors to bear on the unidentified object. What it saw managed to briefly stall some of the more delicate aspects of its reasoning software.

It was a horse with a midnight-blue coat. Its mane and tail, instead of being composed of hair, seemed to be fields of stars anchored to its body and blowing in a breeze that did not exist. On its head was a spiraling horn, and its back held great feathered wings which it was using to fly as though it were not miles beyond the nearest atmosphere for those wings to push against. In fact, it was out here completely unprotected from the hard vacuum of space. Eventually, the probe decided to fall back on its base programing to watch and record.

Luna was concerned, but also highly curious about this new object. When she had felt its sudden appearance, she came to investigate as soon as she could. The object itself was strangely shaped, a huge, vaguely cylindrical body with odd devices sticking out at seemingly random points. It had turned to look at her with what appeared to be a big camera lens as soon as she teleported in, and had kept the inorganic eye focused on her ever sense. _Tia will probably want to see this_, she decided. She sent a brief message to the palace guards to wake her sister up and prepare a large balcony, then grabbed the object with her magic and started flying towards Canterlot far below.

Apparently, the object did not want to be moved, since as soon as Luna began dragging it away, it began firing off little jets of flame, trying to force itself back into position. Though the force of the jets was not powerful enough to even slow her down, the suddenness of their appearance almost startled her into releasing her magical grip, and they continued unabated for several minutes as she dragged the uncooperative machine down through the atmosphere.

Eventually, the city of Canterlot came into view, followed by the well-lit balcony she was going to land on, and finally the figure of her sister, and accompanying guards, waiting by the balcony door. As she landed, object in tow, the guards tensed up and she could see Celestia's face go from lovingly impatient to slightly surprised, the only form of surprised she ever showed when given any warning. "Luna, what is it that you've brought home this time?"

"I do not know. It appeared in the night sky without warning, and resisted when I tried to examine it more closely or bring it down here. I was hoping thou would help me uncover its purpose and origin." Though her archaic speaking pattern had become hardly noticeable over the months since her release, Princess Luna still had a habit of long-windedness.

"Well it certainly is strange. Shield?" One of her guards brought himself to attention. "Please have the kitchen staff clear off the Grand Dining Table. It's the only thing we can put this thing on without crushing something." Guardian Shield saluted, and dashed off to get the preparations under way. Most of the servants were asleep, but Princess Luna's habit of midnight snacking meant that there was always someone on duty in the kitchen, so the table was clear by the time the thing, now carried by both princesses, was brought in. Though it had seemed big floating outside, it wasn't until they set it down where it took up the entire grand dining table _and then some_ that the sheer size of the mysterious object became apparent.

Once the groan of stressed wood quieted, Celestia spoke again. "Well, that should keep for now. Please post a few guards at the doors for now. In the morning I will send out a request for ponies that specialize in advanced machinery, but for now I must go back to bed. See you all in the morning." With that, she left.

Despite the supposed fracas the arrival of such a strange object should have caused, the halls of Canterlot Castle were if anything quieter than normal. It wasn't even an eerie quiet; more like everypony just happened to be somewhere else at the time. It was such a peaceful silence that she was almost surprised when it was interrupted by a voice in her ear.

"Penny for your thoughts?"

With a sigh, she sent a bit of magic into her ear, using it to extract a small copper coin. On the face, leaning against the edge, was a figure that had been the cause of much suffering and, more recently, many headaches: Discord. He still kept appearing before her, usually, but not always, in private, but as far as she could tell he and all of his power were still sealed in a statue in the garden. When she had asked him about it, he simply replied "What's that got to do with anything?"

"What do you want now, Discord?" She tossed the coin away, where it flashed midair. When the light faded, there floated Discord, all of three inches tall.

"What do _I_ want? Oh, not much. Eternal chaos. A throne to rule from. Dinner and a movie."

"Get on with it." Though Celestia rarely snarled, she felt Discord had earned her hatred. Unfortunatly, if he noticed that her glare could snuff out stars, he didn't show it.

"Actually, right now I'm more interested in that thing your sister dragged in earlier. It gives me the weirdest feeling, like its intentions are ordered to the point of boredom, but it has a potential for chaos on a scale to rival mine. It's somehow insulting and scary at the same time." By this point, Celestia had continued walking to her room, and Discord had taken to doing backstrokes in her hair. "Honestly though, you really should wash this stuff more. I think I just felt something brush my leg."

As if on cue, a relatively large tentacle erupted around Discord and proceeded to drag him down to the roots of the princess's hair. By the time she reached her room the bubbles and thrashing had ended and she could go back to sleep; the morning would come soon enough, and she still had a very important job.

* * *

><p><strong>Royal Canterlot Castle<strong>

**19 October 2011 2:45 A.M. Canterlot Local Time**

**Canterlot, Equestria**

The week since the object arrived had been uneventfully busy. More than a dozen ponies had shown up within the first day, with special talents ranging from electrical wiring to automated machines. The first day had mostly been spent setting up equipment, and they didn't get to really examine it until late that night. By morning they had found what appeared to be an access hatch on one end of the body, though it took them another hour or so to figure out how to open it; whoever designed this thing didn't do so with hooves in mind. It opened to a single, somewhat cramped tunnel that ran the length of the device, filled with a tangled rainbow of wiring. There was also two more hatches that nopony had worked up the courage to open due to both being labeled, in common Equestrian for some reason, "Harmful Radiation; Do Not Open Without Proper Protection."

After examining its insides for another six days, they were all truly ashamed to have considered themselves masters of their crafts. The wiring alone was at least decades beyond anything any of them had ever seen, possibly centuries from any sort of mass-production, and they had only the vaguest idea as to what some of the other components did. The external features were apparently sensors of varying use, though Princess Luna herself had pointed out the thrusters that were built into the hull itself, all severely used, of course.

Despite everything the thing had, what surprised the tech-ponies most was what it didn't have: magic. There wasn't as much as a spark of magic anywhere on the thing. Even residual magic from a parts-shaping spell was completely absent. This thing was entirely hoof-made.

It was such an alien object that it took them a moment to notice something had changed: there was a low humming coming from the entire craft, more felt than heard. A quick spell told them what was happening.

"It's building up power!"

"What? Why?"

"I don't know!"

"How much can it take?"

"Is it going to explode?"

"I don't know! lots?"

"Lots of power or explosions?'

"Both! It's already built up enough power to take out half the castle!"

"What do we do?"

"Panic!"

The assembly of science ponies had just begun to run around like frightened rabbits when the entire room was silenced by the sound of a hoof stomp with the volume of a gunshot. Everypony turned to see one of Luna's personal night-guards which had been stationed right outside the door, now glaring at the crowd of science ponies.

"All of you stop goofing off and focus!" the bat-winged pegasus shouted. "The princesses are already on their way here. Start putting stuff back where it's supposed to be, so that this thing will do what it's supposed to do instead of blowing up and wiping out half of Canterlot." They were slow to move, but more shouting seemed to be the best fix for that.

By the time the princesses arrived, the object was exactly how it had been found. Princess Celestia was the one to take charge, of course. "What's going on? All we were told was that the object is doing something."

"Ma'am." The guard saluted her. "The object has suddenly turned on and is building power rapidly. If it were to explode now, the concussive wave would probably level Ponyville from here."

"Well then, we'll just have to stop it."

She began charging her horn with magic, only to be interrupted by one of the scientist ponies present. "Wait!" It took him an awkward second to realize that not only had he interrupted the princess, he had _commanded_ her. "Uh, a thousand pardons, your majesty, but this thing is entirely non-magical in nature. If you use magic to mess one of its functions, there's no telling what could happen."

"Well then what would you have me do?"

"Perhaps erect some sort of barrier around it to contain the blast. If there even is one, that is."

"Hmm… Luna, I may need your help with this one."

Princess Luna looked up from her stance of awkwardly waiting for her sister to come up with something. "Really? What can I do?" She seemed almost excited to have some part to play in it.

"You stand on that end of it, I'll stand on this end, and we'll both erect half of the shield. Everypony else, stand back." Both princesses took up their positions, Celestia at the front, Luna at the back, and produced two glowing shields which met and melded at the center. Celestia's side was an incandescent yellow, while Luna's was a deep purple, and both faded to a sunset-pink where they met.

The minutes ticked by, until enough power had built up that a normal explosion may have managed to breach the sisters' combined shield. Unfortunately, a slipspace drive doesn't explode. Instead, it fired a beam of energy so narrow as to be one-dimensional out the front end of the probe, easily penetrating Celestia's side of the shield and piercing an undefined spot in the air behind her. In an instant, a black sphere manifested in that space, big enough to engulf the whole probe.

The probe itself immediately fired all of its remaining thrusters, propelling itself into the slipspace rupture and somehow entangling one of its apparatuses in Celestia's mane. Before she could scream, she was dragged through the rupture, which closed as soon as the probe was through. There was a flash of light that left everypony's mane standing on end, and a shockwave that rattled the windows of the castle, then silence.

The silence stretched on, each pony trying to process what had just happened. Eventually, the scene was interrupted by the doors bursting open, allowing entrance to a full contingent of royal guards, with Guardian Shield at their head shouting "What caused that explosion? What happened here? Where's Princess Celestia?"

"She's gone." The answer had come from one of the night guards in the crowd of scientists.

"WHAT?"

"The thing that was in here opened some sort of portal and dragged her through it. It was over in seconds; there was nothing we could do."

"No." Everypony looked at Luna, who looked rather distant, like she didn't believe what was going on. "No, that can't be happening. This is just a joke." She flew over the charred and splintered remains of the grand dining table to land at the spot Celestia had disappeared from. "She was always such a prankster. _Alright sis, you got us. You can come out now._" She looked around expectantly as the shout echoed around the chamber, eventually fading away. "Tia?"

One of her guards came up and set his hoof on her shoulder. "I'm sorry, princess, but we all saw what happened. I don't think that, even as legendary a joker as she was, Princess Celestia would put her subjects through something like that for a laugh."

"No!" nopony alive had ever seen Luna to snap like that. "No! She can't be gone! Who will raise the sun? I can't do it. She let me try just last month, and dawn was five hours late. It only came because she started helping me at the end." She was obviously panicking now, breaking down right in front of everypony. "And what about Cadence's wedding? Tia was supposed to—"

Shield walked up to her and, with a stern apology, proceeded to strike Princess Luna in the face. "Get a hold of yourself! We are in a crisis now, and we need a strong leading figure, not some blubbering foal!" Everypony was shocked that anypony, least of all Guardian Shield, had dared to strike a princess. Some of the scientists had even fainted. Luna herself was staring uncomprehendingly at the armor-clad guard. "I apologize for my actions, and shall turn myself in to await proper punishment."

He had almost left the room when Luna seemed to realize what he had said. "Wait!" He stopped in his tracks and looked back at her, only slightly surprised. "No, you were right. We—I was acting like a foal of three weeks, rather than a Princess of ten thousand years. But no amount of weeping, or lack thereof, will change the fact that I cannot raise the sun on my own. Not yet, anyway."

"What would you have us do, Princess?" Shield and the other guards were standing at attention again.

"Right now, I just need one of the scrolls my sister uses to contact her pupil." She was already sounding much more confidant. After all, she had a royal duty to fulfill, and this would help to make up for all the damage she had caused so long ago. Grief could wait; Equestria needed her.

* * *

><p><strong>Slipspace, en route to deep-space rendezvous<strong>

**19/10/2551 0300 Military Standard Time**

One of her counselors had insisted the Princess Celestia have a Stasis contingency spell installed in the jewel in her Royal Collar. "In case something was to happen to you." He had said, "It would give us all the time we need to get to you." At the time, Celestia had agreed simply to allay his fears, since even Nightmare Moon had not been able to cause her any lasting harm. The idea that anything could make such a precaution necessary was positively outlandish.

At this point, however, she was fairly certain that she could hear him shouting "I told you so!" all the way from his five-hundred-year-old tomb. It wouldn't be too hard, since she couldn't hear anything else. In fact, she couldn't see anything either, and the only thing she could feel was an intense, burning, smashing pain on every inch of her being, as though she were being tossed around in the mouth of a great dragon as it was breathing fire.

When the magic halted her body and mind, it was a welcome respite. She would spend the ride completely unaware, feeling no time pass, and when she woke up she would hopefully find herself in a more hospitable environment.

* * *

><p>Author's notes: I go to Equestria and what do I do? Kidnap a princess and leave another a quivering wreck. But enough about my social life.<p>

The plot will be picking up speed, and to do that, we'll have to spend some more time among the UNSC. But don't worry! Princess Celestia will be there!

Fun Fact: I have almost no preview system. What you see is pretty much exactly how I first type it out, so your reviews are the only feedback I get on how I did. Please review and tell me what went wrong, 'cause I just don't know!

Post-revision notes: Same as before. Small details added/changed. Move along.


	5. Lost In SPACE

Disclaimer: My Little Pony Friendship is Magic is owned by Hasbro. Halo is owned by Microsoft (or some sub-company thereof). I have no stake in either and seek no profit from this work. This is purely a fan creation.

* * *

><p><strong>Deep space Rendezvous<strong>

**24 October 2551 1300 Military standard time**

**Location: Deep Space**

The UNSC _Commonwealth_ was one of, if not _the_ most decorated ship left in active duty. It had been one of the first to fight the Covenant in space, supposedly holding its own against a Covenant ship of almost equal size, an impressive feat considering fleet engagements with the Covenant were only considered even when the Covies were outnumbered three to one by larger ships. It then went on to fight in some of the biggest battles of the war. Not as a major contender, but it was there nonetheless. The ship had such a long and hard history that Captain Michael O'Neal was proud to be her last commander. By the same measure, he was also somewhat insulted that the old warhorse's last mission before being scrapped for parts would be to go pick up one of ONI's lost toys.

They had gotten a lock on the probe's beacon almost as soon as they had arrived. The pickup technique was a standard affaire used on small vessels whose thrusters had malfunctioned, and the crewmen who would help carry it out waited with the bored anticipation of people who had already seen just about everything that could go wrong. Everyone else had vacated the hold, which was now open to the vacuum of space, with the probe now clearly visible out the large, open hatch.

As the probe drifted into the open hold of the ship, someone noticed that it had a hanger-on that had been hidden on the far side. "Hey Sarge, I think I found something."

"What is it? Covenant?"

"If it is, it ain't no Covenant I've ever seen. Looks more like a glowing horse. I think one of the sensors got caught in its, er… mane."

"Sam, Jake, get a couple of rifles trained on it. If it so much as twitches, shoot it." After another minute or so of maneuvering, the probe was secured to the floor with thick cabals. Even though everyone was being particularly careful not to get too close to the strange being that had apparently decided to hitch a ride, the job was remarkably easy. "Aright Captain, package secured. Feel free to repressurize the hold. Also, it seems we have picked up a hitch-hiker from it. Should we space it, or put it in holding?"

"What kind or hitch-hiker? Is it Covenant?" the captain replied.

"Unsure. It looks like a white horse,'cept it's got wings, a horn, and the weirdest mane and tale you've ever seen. The stuff's the consistency of Silly-Putty™, three or four different colors, and it's got this blowing-wind effect going on."

"Put it in cold storage. ONI'll love to have a sample." The blast doors that separated the cargo hold from the outside closed, and with a _hiss_ the atmosphere was vented back into the room, though gravity would take a few minutes to be restored. Almost immediately, the horse stopped glowing.

* * *

><p>When Princess Celestia woke up, the first thing she realized was not that she was completely weightless. Nor was it that she was surrounded by strange creatures in an unfamiliar environment. The first thing she realized was that there was not nearly enough air in her lungs. Her deep, noisy inhalation was accompanied by a chorus of "Oh Shit!" from half a dozen mouths, immediately followed by a series of sharp <em>crack<em>s and painful impacts on her side.

Focusing magic in her horn, she sent a wave of force in the general direction of her assault, and was rewarded with more panicked shouting, particularly the phrase "Hold your fire!" shouted with authority. When she finally decided to open her eyes, she was met with a scene almost as alien as Discord's rendition of Ponyville. There was metal everywhere, particularly behind her, where she found her mane attached to the machine Luna had found. Scattered about the very large room were half a dozen apes in strange, full-body suits. They were gripping ladder rungs affixed to the walls, like they had no idea which way was down.

With a start, she realized that _she_ had no idea which way was down. She wasn't falling, because she wasn't moving at all. She was just floating there, perhaps three feet from the nearest surface. _That must be what those ladders are for. They're for the apes to move around on._

She also took this opportunity to look at where she had been hit. There were several nasty welts along her side. All of them were already sporting large, often-overlapping bruises, and few of them were even bleeding. Whatever those apes did had managed to inflict actual damage on her. Looking around again, she saw that two of them weren't holding on to the ladders, but floating around as though stunned with strange, boxy devices slowly drifting from their reach.

She could practically feel the fear and suspicion coming from the others, so she decided to explain her situation and hope they would understand.

* * *

><p>Sargent Muller got over his shock surprisingly quickly, and was already trying to explain what was going on while requesting reinforcements with heavy weapons. He had just finished when the horse spoke. "Please, do not be afraid. My name is Princess Celestia, and I have apparently gotten somewhat lost. If you would be so kind as to assist me in returning home, I will see to it that you are properly rewarded." Her voice, as it was almost certainly female, had a kind authority that seemed to be designed to sooth and reason. It was like she was talking to a child, and the effect was rather insulting to Muller. Particularly since she had just been hit by half a clip of assault rifle ammo and taken out two of his men from almost fifty yards away.<p>

"Shut up." Those two words seemed to completely stun her. The effect was compounded when multiple doors around the hold opened up, releasing a dozen men into the room, each of which was armed with what any peacetime operation would have considered "excessive firepower". "I don't care who or what you are." He continued speaking, more so that the new arrivals wouldn't just start shooting than to inform the intruder of anything. "You are under arrest for infiltrating a military vessel and assaulting military personnel during a time of war. You will be taken into custody until your sentence or trial date can be decided. Any attempt to resist will be met with lethal force."

The "princess" just stared at him with what he assumed to be incomprehension, even as a few men approached to bind her with improvised restraints which were little more than some steel cable left over from restraining the probe. She didn't even flinch when they roughly yanked her mane off of the probe. The two troopers she had knocked out were already coming back around, and damage to the probe from stray rounds was purely superficial, so there were no loose ends to tie up there. Escorting the prisoner to the brig was uneventful. She remained silent throughout, and even transferring her from Zero-G to Normal-G went smoothly.

* * *

><p>After a few minutes of floating and being pushed along, a brief, dizzying ordeal as her weight and direction came back, and a few more minutes of walking, Celestia reached what she assumed to be where they kept prisoners. It was a long, fairly wide hallway with a series of doors along one side. She was taken to a door about halfway down the hall, which, when opened, revealed a room that would have been just big enough for one of the apes to live in with bare comfort. Compared to her regal frame, however, it was hardly big enough to move around in.<p>

One of the escorting soldiers, for it was certain that was what they were, spoke to her. "Sorry if the accommodations don't quite fit. You're the first non-human prisoner we've ever managed to take intact." He seemed genuinely sorry, if barely, and moved on to a different topic rather quickly. "So what do you eat?"

"What?" The question had caught her off guard, as it was the first time anything here had shown any interest in her well-being, aside from simply not killing her. That thought chilled her to the core. These… humans had weapons that could harm even _her_, and they could no doubt kill her if they really wanted to. Facing the possibility of death was not something she did very often, and the fact that the humans were so impersonal about it made this time even worse.

The one who had spoken, however, didn't notice her inner thoughts, as he simply asked again. "What do you eat? You know, for food? We don't have a cryotube big enough to stick you in, so we have to keep you awake for the trip back to Reach, and I don't think you can go two weeks without eating. So what can you eat?

She hadn't understood most of his explanation, but she realized what he was asking her. "Oh, fruits, vegetables, flowers, baked goods; really I can stomach anything organic except meat. And the room will do for now, just, please answer one question for me?"

"Sorry, but prisoners get food and board, no questions allowed. We'll be heading into slipspace in a few minutes, and your first meal will arrive shortly after that." With that, she was ushered into the room, and the door was sealed behind her. For the first time since she had arrived here, Celestia had time alone to think without the humans and their weapons.

Her first thoughts, of course, were of home. _I hope Luna's okay. She was never able to raise the sun on her own, but she's smart. If she can keep her head together, she'll figure out how to manage. Oh, I hope everypony is all right. Twilight will be worried sick, and with the wedding coming up …_

Her thoughts were interrupted by a quick feeling of acceleration. Then came a feeling she remembered from when the human's machine dragged her through its portal, though instead of pain, it was followed by a low-key humming that seemed to simply exist without any source. Soon enough, a slot in the door opened up, and a tray with a bowl of dry salad and a bowl of water was passed through before the slot was closed again. This all served to remind her of her own situation.

_What are these Humans? Surly any race which has become that powerful should have reached some form of harmony, yet so far they have treated me with little more than suspicion and barely restrained aggression. The one in charge even mentioned war. _

_Are they some sort of great aggressor, like the shade that attacked my sister? No. If they were, they would have killed me outright. Clearly they are at least capable of peace. This all is so strange… I must think on it. At least they have given me two weeks. That should be plenty of time._

The meal tray was removed half an hour later, and another was offered approximately eight hours after that. She never caught a glimpse of her jailors in that time. The whole thing was operated as though they couldn't trust her not to attempt an escape of some fashion at those times, even though there was nothing aside from her own manners to keep her from magically forcing the door open at any time. The only reason she did not, aside from a self-admitted fear of the humans' weapons that, alone, would not stop her outright, was the fact that that would be a major breach of what little trust they had offered her.

Instead, she waited, thought, and ate when food was offered, since it would be rude to turn down a free meal, whether she needed it or not. Aside from the food, she received no contact from the humans for the duration of the trip, and her thoughts wandered to and fro, always ending back at the enigmatic humans.

* * *

><p><strong>UNSC <strong>_**Commonwealth**_

**24 October 2551 1400 Military standard time**

**Location: Slipspace**

"So let me get this straight. This thing was apparently dragged through slipspace for five days, left unshielded in deep space for hours after that, absorbed half a clip of assault rifle rounds like they were paintballs, knocked out two trained marines from fifty yards away, and then _politely asked for directions?_" The ONI spook assigned to the _Commonwealth_ was staring at Sargent Muller with his usual impassive look replaced by one of near-complete incredulity. Captain O'Neal was also present at the debriefing, and it was him who the spook then spoke. "Keep it in its cell; no one is to contact it or respond to any attempted contact from it. Aside from scheduled feeding, everyone is to ignore its existence. And before you object, captain, this is an ONI matter: that thing arrived with our probe, so we decide how it's handled. Got it?" The captain added a curt nod to his angry glare, and the debriefing was over. As they left, Muller could have sworn he heard the spook mutter exasperatedly, "This just keeps getting stranger and stranger."

* * *

><p><strong>Outpost Epsilon<strong>

**31 October 2551 1700 MST**

**Viery Plateaus, Reach**

Most of Reach was celebrating an ancient Earth holiday today, and had been in some fashion for most of the week. While technically the UNSC military did not allow for holidays, someone in the system had apparently decided that this was the perfect day to deliver a very important shipment to Outpost Epsilon: weapons. For the past few weeks, various prototypes had been cycled through the outpost for testing. Harness-mounted heavy-weapons-systems were an early success, but aside from the awkwardly long sniper rifle which got away with an enlarged trigger similar to the rocket launcher, most firearms needed a complete reimagining. Clips onto which existing gun models could be latched ended up with a frighteningly high rate of misfires. Guns with enlarged triggers were impossible to fire while standing, as only one limb was free instead of the standard human two, though the sniper rifle, designed to be fired from a prone position anyway, was given a pass.

The design that was eventually settled on more resembled an arm cannon than a traditional firearm. It was completely integrated into the right foreleg of a combat suit, and was jointed to allow a normal range of movement. To be fired, you had to hold your foreleg completely straight to align the barrel and firing chamber, and then twist your wrist clockwise to pull the 'trigger.' Some weapons even had a variable rate of fire depending on how far you twist.

Aside from some minor accuracy issues, the main complaint was that once put, on it was rather difficult to take off. While the production model had a firing chamber that could be removed and replaced with a different model, effectively allowing a soldier to carry several different "guns" at any one time, switching them out was still too complex a process to preform while dodging bullets. This also required a greater standardization of ammunition, since the barrel could _not_ be switched out with the chamber. Though this new weapon had a slot into which a blade could be fitted, there had still been no way to make sidearms, like pistols and sub-machine guns, which could be used by the "ponified" personnel

Beyond the arrival of new equipment, there were a few points of interest concerning the abilities of the ponies themselves. Rainbows were accidentally discovered to be spicy enough to be considered chemical weapons. The normal ponies possessed ridiculous strength and endurance, and pegasi could literally _kick_ lightning out of clouds, though, as far as anyone could tell, they were doing it by blatantly ignoring the laws of physics. In the shadow of all this, the unicorns seemed down-right pitiful, and were probably getting a little bit resentful because of it.

* * *

><p>Author's Notes:Finally. The first meeting between Equestrian and human. So much for first impressions...<p>

And no, Princess Celestia doesn't get vague prophetic visions on a regular basis. Only in strange situations, such as when captured by a strange civilization in another universe. And they only come when she's asleep.

**RETCON:** The not-really-prophetic-because-it-doesn't-show-the-future vision has been removed, because it doesn't actually mesh with what I'm going to do. Instead, we have a special delivery for Outpost Epsilon. And before you ask, no, I don't know if the interchangeable firing chamber thing would work in real life. It works here because ponies. Deal with it.

As always, Please review and offer feedback so mistakes are avoided in the future.

Disclaimer:Pain described by the princess is to be considered relative to her point of view. Just because getting sprayed by assault rifle fire feels like getting hit by paintballs to her, doesn't mean it will feel like that to you. Reader discretion is advised.

Post-revision notes: Do I really need to do these for every chapter I revise? It's not like anyone would really notice a few details shifting.


	6. The Princess and the Soldiers

Disclaimer: My Little Pony Friendship is Magic is owned by Hasbro. Halo is owned by Microsoft and 343 Studios. I have no stake in either and seek no profit from this work. This is purely a fan creation.

* * *

><p><strong>ONI Sword Base<strong>

**5 November 2551 0900 MST**

**Planet Reach**

Admiral Langston was looking over the footage from the probe. Normally, he would leave that to subordinates, but they had all given reports that he felt needed to be verified personally. While most of the sensor readings became useless within the first hour or so, apparently as a result of the probe being taken indoors, the video feed was more than enough to pique his curiosity.

Here was an undocumented civilization composed entirely of ponies of the same apparent species the crew of the _Guam_ had been turned into, with the addition of another subspecies with the defining traits of both unicorns and pegasi. The xenoarcheology department was going to _love_ this, mostly because it was a chance to study something that wasn't the Covenant. In addition, the unicorns in the footage were showing abilities that hadn't been demonstrated by the unicorns that came from the _Guam_. Specifically, they were seen moving objects, some larger than the ponies themselves, without any physical contact. This was definitely something that warranted investigation.

According to the report, not only had the probe somehow managed to grab one of the new types of pony on its way out, but it was miraculously still alive and in custody aboard the _Commonwealth_. If this "Princess Celestia" was indeed a representative of a foreign civilization as she seemed to be, then things just got exponentially more complicated. A possible ally would be the ultimate morale booster in this desperate war, but betrayal by an apparent ally could end it in an instant. They needed to make sure they could trust this princess, and, given the circumstances surrounding the _Guam_'s crew, he could think of an excellent test of loyalty.

* * *

><p><strong>UNSC <strong>_**Commonwealth**_

**6 November 2551 1200 MST**

**Reach Orbit**

Sargent Muller walked into the brig with a prisoner escort detail: four ODST armed with shotguns loaded with solid slugs. They were taking no chances with this thing, no matter how polite she seemed to be. Admiral Langston apparently wanted to talk with her, and she was to be escorted to Sword Base, but they had no intention of letting her out of gun sight until they knew she could be trusted, and anything _that_ powerful was very hard to trust.

The cell door opened to reveal Celestia waiting patiently just inside, as though she had been waiting for the past ten minutes. Muller didn't give any indication that he cared. "Come on. One of the higher-ups wants to have a word with you." He stepped back to make way for her, and the escort took up positions behind and to either side of her. This formation then proceeded to the docking port, where a shuttle was waiting to taxi them to their destination.

* * *

><p>The entire trip was an unfathomably new experience for Celestia, and not simply because of the strange locale; the hostility and fear radiating from the humans was startling. Though these five were obviously warriors of some sort, she could tell that that they were all tense, as though they could come under attack without warning. Even with the weapons at their disposal they feared her, and that was what made the whole experience almost unbearable.<p>

For almost as long as she could remember, Celestia had inspired hope, joy, love, and many other positive emotions, but not once had she been truly feared. Now, she was trapped away from her friends and loved ones, and surrounded by a race that might consider her a serious threat and could end any perceived threat with ease. The only positive light she could see in this was that one of their leaders apparently wished to speak with her, and she might be able to use this opportunity to ease their fears.

That knowledge did little to make the journey any more bearable. She had yet to see anything besides metal and humans, and was beginning to wonder if they knew anything else. The room she was lead to had no apparent exit, and the door through which they entered sealed behind them. Aside from a number of seats along the sides and a few posters on the walls, the room was more or less featureless. Suddenly, there was a hiss, and she felt herself accelerating, despite not seeing any change. The disorientation passed, and she offered what she hoped was a questioning expression to the only human whose face she could see. The only response he made was to declare that "We're moving."

Almost an hour later, just as Celestia was starting to get bored, the moving room gave a startling jerk, as though it had hit something. She immediately panicked and looked around for anything that might have broken, only to hear one of the suited humans chuckle. "Relax," he said surprisingly clearly through his helmet. "We just hit atmosphere. We'll be groundside in about half an hour." Though the human's words were hardly reassuring when the room felt like it was trying to shake apart, they weren't panicking, so she tried to follow his advice. Sure enough, they began decelerating and the shaking slowed to a stop. Many minutes later they stopped with a final jolt.

The door they had entered through opened again, not to a metal corridor, but to a ramp leading to what appeared to be a field of black stone. Her escort ushered her outside, where the welcome feeling of sunlight was perhaps the only familiar aspect of the environment. The black stone stretched for miles, occupied by strange machines of various sizes and shapes. The machine she had arrived in was set away from the others, but even at a distance she could see much bigger ones taking off to fly away at unbelievable speeds, while smaller, wheeled vehicles with a vague resemblance to carriages ferried groups of humans around. In the background stood a vast stone complex topped with a black monolith of some sort. Mountain peaks could be seen to the side, with a glacier wedged in between them.

Three of the pseudo-carriages, two of which had weapon-looking devices attached to their rear compartment, broke out of the confusedly ordered crowd, and approached Princess Celestia. When the three vehicles came to a stop, another human stepped out of the one in the middle. Judging by his more decorative style of dress, and the salutes from her escort, this particular human was very important. He saluted back to the escort, and then walked up to Celestia. "So, you're the princess I've heard about. I am Fleet Admiral Marcus Langston of the United Nations Space Command. I apologize if things have gotten off on the wrong foot, or hoof, in your case. To be perfectly blunt, we don't trust you, but we have a way for you to prove yourself. Before we get into the peculiar specifics, however, I'm sure you have a few questions. It's a slow day, so I have time for one or two."

As the admiral finished speaking, Celestia already had a question on hoof. In fact, it was the question foremost in her mind since she had first awoken in the humans' realms. "Why do your people show such blatant hostility and mistrust? In all my years, I have never seen a simple stranger receive such a cold welcome."

For a brief second, Celestia hoped she had not asked the wrong question, but the admiral just chuckled sadly before he replied. "Ma'am, how much are you willing to risk on that stranger being as simple as he seems?" Seeing that she was about to ask for an explanation, he continued. "You'll have plenty of time to pick up on the specifics, but suffice it to say that there's a lot more at stake here than diplomatic relations with a herbivorous monarchy."

"Very well," Celestia replied. He had been less straight forward than she had hoped but more so than she had feared. Now for the other question that had been rattling around in her mind since she had awoken. "I would also wish to know the nature of those frightening weapons your people wield. Such power would tear through anything short of a great dragon with ease. Is such force really necessary?"

"Those weapons have been the basis of our military power for nearly eight centuries. They have become steadily more destructive as defenses against them have been developed, and recent events have shown that they are unfortunately all too necessary. If anything, they're not nearly enough." The frown he let slip easily proved that he wish it were not so, but was wiped from his face with a skill enviable of the sneakiest of pony politicians.

"Now, moving on to your opportunity, we have a number of personnel who have been transformed into ponies through an accident that was as strange as it will remain vague. The footage we've gathered of your people show the unicorns displaying the ability to manipulate objects from a distance, an ability ours have yet to demonstrate. I want to know how they do it, and I want you to teach ours how to do it."

"That's strange. Telekinesis is basic magic, something any unicorn should be able to do." _Humans turned into ponies? Could that have something to do with the Element I felt?_

"Magic? Right… Whatever it is, it's an asset we can't pass up, and you're the only thing we have with experience working with it. The transport you arrived in will take you to where they are being kept, and if you need anything, you may make a request to the ONI correspondent there, who will forward it to the supply hub."

Sensing that staying there would give no more answers, and would probably be detrimental to her health, Celestia climbed back aboard the "transport," which took off again with the same disorienting movement-without-motion. She could already tell that that was going to be rather hard to get used to. Having time on her hooves, and having left her escort behind with the admiral, she decided to investigate the posters on the walls. They were, almost to a one, urging enlistment in the military to "defend our colonies." _Defend them from what? Is there some power greater than the humans?_ The more she learned about these humans, the more confusing they became. They were more dangerous than anything she had ever known, and yet it was obvious that they were afraid of something, mortally so. But what could it be? What could strike such terror into being which have had weapons capable of killing an alicorn for nearly a millennium? Whatever it was, she would soon be able to get some answers.

* * *

><p><strong>Outpost Epsilon<strong>

**6 November 2551 1700 MST**

**Viery Plateaus, Reach**

By the time the transport finally slowed to a stop, Celestia was looking forward to seeing ponies again. The humans were just so strange looking; all long limbs and concealing clothes. Whatever they acted like, familiar forms were a welcome sight. In fact, she was already starting to consider them her own people before even seeing them. She simply wished Admiral Langston had been more specific about the problem with the unicorns.

When she stepped out of the now-open door and into the glare of a desert sun, she was surrounded by staring pony faces. At first glance, they seemed to be just like her ponies back in Equestria, albeit clothed in the humans' style. However, all of their manes and tails were cut uniformly short, and where Equestrian ponies would sometimes have coats colored pink or Spring green, these ponies often sported fur the color of mud and blood, fire and steel, and other cheerless shades. Even many of their cutie marks were of a more violent nature, sporting blades, explosions, or the humans' strange weapons or vehicles. No, these were not her ponies, though many of them could be mistaken for one. These were just more humans.

Still, in order to return home, to _her_ ponies, she had to gain the trust of the humans, and that meant teaching magic to these pseudo-ponies. "Greetings. I am Princess Celestia, and your leader has sent me to teach you the basics of magic." They immediately began to murmur among themselves, obviously confused. "Please, there is no need for alarm, as –"

"Since you obviously lack even the slightest knowledge of military protocol, I am going to let this slide." Celestia nearly jumped at the sudden voice behind her, and swiftly turned to see a light brown earth pony flanked by five ponies in the full body suits that were rapidly becoming familiar. Though none of the human weapons were evident, apparatuses on their right fore-leg gave off a similar deadly feel. _How long have they been standing there?_ The non-suited stallion continued speaking. "However, if you ever intend to make an announcement to my people again, I suggest you run it by me first."

"Oh, I'm terribly sorry. Would you perhaps oblige me to ask who, exactly, I will be 'running it by' in the future, however?" She tried to keep an air of embarrassed innocence, which was easy since she honestly had no idea what she was supposed to be doing. "Admiral Langston forgot to tell me, well, pretty much anything about who I would be working with."

"I didn't know we were that classified," the stallion chuckled. "I'm Captain Arnold of the UNSC _Guam_. I was told to expect someone with unique knowledge of our situation, and you, as you have stated to everyone within earshot, are a magical princess here to teach us her art. Now if you'll follow me, we have to work out just how we are going to go about it." He proceeded to lead her through an array of uniform concrete buildings, with the escort taking up positions around them.

Glancing around, she could see cloud buildings hovering above the others, made in the same utilitarian style. In the distance, red plateaus rose above a parched desert landscape. She could still feel ponies staring at her, and eventually hazarded a question. "Exactly how embarrassing was I back there?"

Captain Arnold glanced back at her before speaking in a neutral tone. "If you were in the military, you could be court-martialed for insubordination. As a civilian, you could be charged with disrupting military affairs and face up to a year in prison. But as I said, I'll let it slide because you obviously weren't told anything before you were sent here."

"That…seems a bit harsh."

"These times have been a lot harsher, and I'm beginning to suspect you haven't been told why."

"The admiral said I'd have plenty of time to find out."

"Well, I suppose that's true enough." He said as they walked between the buildings seemingly at random. "But for now we need to work out how to teach "magic" approximately five thousand soldiers and crew-people."

"Hmmm… It's been such a long time since I've taught anything more than a personal pupil or two." Celestia cast her mind back through the ages, trying to remember _anytime_ she had taught a large crowd. If there were any such instances, they had been lost to even her memory.

Before she could finish searching her memories, however, the Captain continued speaking. "Well, then that's what we'll do: train up a small cadre of specialists who will then be able to spread their knowledge to the rest of our forces. Is there any indicator we should look for while gathering said team?"

"Well, a unicorn's magical power is usually similar to that of its parents, but since everypony here is apparently a first generation, I'd have to look at them all individually. If you have five thousand of them, this will take quite a while."

"Narrowing it down to just the unicorns leaves just under seventeen hundred, but it's still a rather significant number for you to interview individually. It could take days, even weeks. While we have the time, that's quite a while to be performing such a repetitive task."

"Please, Captain, I said look at, not talk to. And I've been doing this for a long time. If you gather all of them together, I can single out the most powerful of them within two hours." She couldn't help but let a note of haughty confidence enter her voice.

Captain Arnold seemed surprised by such a fast time table, but he seemed to accept her lack of explanation. "Very well then. It will take an hour or so to gather them all up, so in the mean time you can settle in to your new quarters." He finished speaking as they walked up to one of the nondescript buildings that apparently made up the entirety of the compound. The door automatically opened to reveal a large, if somewhat sparsely furnished room. Most of the back half was taken up by rows of bunk beds, with a trunk at the foot of each, though many of them were opened and empty. The front half had several tables, a few of which were occupied by ponies that had paused in their card games to stare at the new arrival. "Since the pegasi completed their aerial barracks, most of them have been quartered up there so there's plenty of room available. Unfortunately, there aren't any cots for someone of your size."

Her horn began to glow with a golden light. "Don't worry. That shouldn't be a problem." Two of the bunks were enveloped in a similar sheen of light and rose up into the air. The top bunks detached themselves and were set aside, while the bottom bunks were forced together. Foam and steel flowed and fused, until there was a single, princess-sized bed where the two mass-produces bunks had been. To everypony else's credit, only a few of the ponies playing cards actually had to close their mouths.

Celestia trotted over to test her new bed as Captain Arnold finished processing what he had just seen. "Well, that was an interesting little demonstration," he said, though his tone revealed that he was at least slightly shaken by the spell. "The squad will tell you when everything's ready," He gestured to the armored ponies. "If you have no further complaints, I have a job to do." He left without really waiting to see is she had any complaints. Luckily enough, she didn't.

If the atmosphere relaxed at all without the Captain's presence, it wasn't noticeable. The ponies at the tables were still staring at her, more warily now, and her escort was doing a very good impression of uninteresting statues. With nothing better to do, Celestia approached her new bed and prodded it with a hoof, then watched as the dimple slowly filled back in. "My, this is quite an interesting material. What exactly is it?"

"It's memory foam," One of the escort ponies replied, though with their helmets on, it was difficult to determine which one. "These beds were made more for durability than comfort, so they're doubtless a far cry from a royal suite. On the other hand, that mattress is probably older than you are."

"Oh, I highly doubt that." She hopped onto the bed and curled up, looking more like large cat than a princess. "This is actually rather comfortable," she murmured to herself. " Kind of like a cloud, only without that damp feeling. So," she turned back to her escorts, "do any of you five have names, or are you as faceless as your helmets?"

The escorts looked among themselves for a few moments before one of them sat on his haunches and started fiddling with his helmet. With a hiss, the headgear came free, revealing a stallion with mottled grey fur and mane. He gave a theatric "Tada!" before putting the helmet back on. "But enough about me. We'd like to know more about you and your people."

* * *

><p>Author's notes: I'm not really sure I like how I played the UNSC here. I can't really put my finger on it, but it feels like something's off about them. Review and help me pin down what I did wrong.<p>

Also, sorry about the delay. Life happened.

Post-revision notes: Now with extended Q&A with Fleet Admiral Langston.


	7. On Purpose

Disclaimer: My Little Pony Friendship is Magic is owned by Hasbro. Halo is owned by Microsoft (or some sub-company thereof). I have no stake in either and seek no profit from this work. This is purely a fan creation.

* * *

><p><strong>Outpost Epsilon<strong>

**6 November 2551 1825 MST**

**Viery Plateaus, Reach**

Corporal Martha Simmons was trying her best to hide her fascination with the scene before her. While listening to Princess Celestia's synopsis of the culture of Equestria, a name which seemed fairly uninspired to say the least, had been interesting in its own right, it paled in comparison to watching said princess work her "magic" across the entire gathering of unicorns. After a brief warning that the process might feel uncomfortable, possibly even invasive, she enveloped her horn in the same golden light she had used to fuse two bed together barely an hour ago. Then the lights started.

One by one, each horn in the crowd lit up, though only for a second or two, and each light was unique. Every color of the visible spectrum was represented several times over, including a few blacks and one that seemed to skirt the edge of ultraviolet. Some glowed so bright that those next to them had had to close their eyes to avoid being blinded, while others were so dim that they could barely be seen, especially amid the afterimages of the brighter lights. The entire scene reminded her of fireworks, with all the shades and hues 26th-century chemistry could dream of and _then_ some, and the occasional dud which still plagued the industry after all these millennia.

_And it's not even halfway over. _Despite decades of heavy cynicism, that thought brought forth a small, slightly unhinged smile as the flashes of light neared her position.

* * *

><p>Princess Celestia was grateful for this chance to get a more intimate view of the humans-turned-ponies. A unicorn's magic was so tightly entwined with its special talent that even the brief sampling of magic she was doing now gave her a fairly good idea of the skill it supported. In addition, sampling so many talents at once offered a reasonable estimate on the kind of skills the humans favored. So far those skills seemed to fall into two frequently overlapping groups: The use, maintenance, and occasionally production of technology beyond her understanding, and the efficient destruction of almost anything under almost any circumstances. Though occasional oddball talents, such as artistic design and culinary preparation, managed to remind Celestia of ponies she had known back in Equestria, the most common outliers from these groups focused mainly on stealth and secret-keeping.<p>

Even amid the intermingled confusion and horror of observing the humans' collective skillset and the peculiar feeling of déjà vu, the princess couldn't help but be astonished by the power many of the present unicorns held. _Some of them even rival _Twilight Sparkle_ for sheer magical potential!_ _And this one, with a _talent_ of focused destruction! I'd better keep a sharp watch on her. Wait, wasn't she one of my escorts? _Taking note to oversee that individual's training personally, she continued cycling through her simple little magic observation spell. Given the number of ponies she still had to use it on, she could suffer little in the way of delays.

* * *

><p>When her turn finally came, the first thing Martha noticed was the presence that suddenly appeared within her own mind. Despite her own professionalism, she almost panicked at such sudden, extreme invasion of her privacy. Fortunately, the presence, which was doubtless Celestia's doing, seemed to know exactly what it was after, and proceeded to a part of her brain that hadn't been there the last time she had checked. Once it got there, it took hold of something, presumable the part that controlled her "magic," and activated it.<p>

The resulting sensation was something for which "magic" was the only proper description. Nothing else could do justice to the sheer power emanating from her forehead at that moment. Power the blinding light encompassing her horn managed to convey, both in its mighty strength, and its uniquely dangerous coloration: brilliant red incased in a near-invisible shell of silver. Even if it hadn't been a manifestation of her own being, she knew immediately what it resembled. _Fire and a blast wave. An explosion. My magic is an explosion. Oh _hell_ yes._

As the princess's spell receded from her mind, it somehow left a message behind. _Your gift is an exceedingly dangerous one, and one that would be very… messy should you lose control of it. I suggest you keep to the basics until an appropriate lesson can be devised._

With the foreign presence gone, Martha felt compelled to try to activate her magic on her own. Just as she was about to achieve that, however, she remembered where she was, and realized that activating what she had moments before described as an explosion while in a crowd of her own shipmates and comrades was perhaps the _epitome_ of a bad idea. She was still determined to figure out her magic at the soonest possible moment, but that moment would have to wait.

With that in mind, she relaxed to enjoy the lightshow as, one by one, the rest of the _Guam_'s unicorns were introduced to the feeling of magic.

* * *

><p><strong>Outpost Epsilon<strong>

**6 November 2551 2030 MST**

**Viery Plateaus, Reach**

After she finished observing the unicorns' magic, Princess Celestia had called the ones she had decided to teach so that she could gather their names. There were thirty-two in all, far more than she had originally intended to work with, but she was confident in her ability to handle anything that might come up, though not so confident that she wasn't wary of the unicorns that specialized in death and destruction.

Now that she had her students, only one final detail needed taking care of before she could start planning her lessons. "Captain Arnold, I believe it is high time I was told what exactly is going on with you humans."

The captain was sitting at his desk, and had been doing mildly important, if rather dull paperwork, though paper had long since been phased out of the process. He had known this was coming, but would honestly rather be doing said paperwork than carry out this conversation. "You're going to have to be more specific. Us humans have a lot of things going on."

Celestia was annoyed by the obvious dodge, but pressed on regardless. "I mean, since I first encountered you, I have been met with suspicion and hostility. I understand you're at war, but that doesn't explain why you direct anger and fear towards me, who was done nothing to provoke it."

"Ah yes, the war," the captain sighed, as though resigned to some fairly unpleasant fate. "The war is exactly what explains it. You see, twenty five years ago, we were attacked without warning by a collective of alien races that calls itself The Covenant. Ever since then, they have torn through our territory, killing tens of billions across hundreds of planets. Every force we have gathered to stop them has been shattered, and every ship of theirs that we destroy is replace by three more. We're losing this war, and there's nothing we can do to stop it. And if you are somehow an ally of the Covenant, trusting you could be the last mistake we ever make."

Celestia was surprised by this news, and not just the ridiculous numbers the captain was giving. The very prospect he was explaining confused her. "Can you not make peace with this Covenant?"

To her surprise, this caused him to bark out a laugh as devoid of humor as a hangman's noose. "No. They've been abundantly clear on that point." He tapped on a keyboard embedded in his desk, and an image appeared between them, floating in the air.

In the image, a strange bipedal creature was bound to a hospital bed by metal bars. Purple blood was oozing from cuts and gashes in its scaled hide, as well as from its mandibled mouth, attesting to severe internal injuries. It was staring at something beyond the edge of the image with a look the sent a chill down her spine. Captain Arnold pushed a button, the image began to move, and the creature spoke. "Your destruction is the will of the gods, and we are their instruments." The fact that it spoke rough Equestrian was odd, but Celestia was stunned at the sheer _malice_ dripping from every syllable, a feeling that only grew as the creature, the _monster_, strained against its binds, bending the inch-thick metal. Just as it was about to break free, a shot rang out, and the beast's head exploded into a purple mess.

She was still staring in disbelief when the image disappeared, and the captain continued speaking. "As you can see, the only options we have are win or die, and we aren't winning. So yes, we're afraid. Afraid that the miracle we desperately need won't be coming. Afraid that our entire history was a wasted effort. Afraid that after ten thousand years of blood, sweat, and tears, we never mattered in the first place. Then you come around, the only non-human to ever speak to us as something other than a roach beneath your heel, and you expect us to put aside the most reinforced xenophobia we could ever have developed to give you a chance? No offence, ma'am, but we're too busy with the gun at our head to risk a knife in our back."

For a while, Celestia didn't respond. She was still trying to comprehend it all. The hate that had oozed from the creature with its blood. The fear, anger, and, buried beneath it all, the hopeless resignation the humans lived with. The idea that anything could be so recklessly vicious as to purposely wage a war of annihilation. Then, an image flashed within her mind, sneering at her from the face it had stolen from her own sister as it declared its intent to bring about nighttime eternal, and the end of life as a result. She remembered how the monster had _bragged_ about how it had seduced and manipulated Luna, and how it claimed she was powerless to stop it. She remembered how, without the Elements of Harmony, she would have been. Above all, she remembered the hate she allowed herself to feel only for that shade which called itself the Nightmare, even after Luna was freed from its grasp and she began hunting it down wherever it fled. That beast was the only thing she had ever truly wanted to kill, to annihilate with her own hooves. _This Covenant is no different, no more willing to consider the lives it takes, no more able to be reasoned with. Their only difference is the scale of their atrocities._ When at last she spoke, she was surprised at how calm her voice was, considering the maelstrom of fury she wished she could unleash upon the alien butchers. "Captain, you have my word that Equestria will aid you however it can."

Captain Arnold simply nodded at this sudden change in demeanor before speaking. "I'm glad to hear it, and from your reaction, even _I_ can tell that you mean it. You can start by making sure those unicorns become the best damn spellslingers you can make them. Then we'll be able to talk diplomacy. Who knows? Maybe this "magic" is the edge we need to win."

* * *

><p><em>Royal Canterlot Castle<em>

_November 7, 2011 1:30 P.M. Canterlot Local Time_

_Canterlot, Equestria_

The throne room still felt empty without Princess Celestia sitting in her usual place. It would doubtless be years before anypony could enter this room without staring sullenly at the golden seat which would never again be filled. For some ponies, it seemed as though the sun would never truly shine again, though it continued to rise and set as it always had. For the young unicorn now sitting before the vacant throne, that would almost doubtlessly be the case.

Twilight Sparkle had been the princess's personal protégé for more than half her life. In fact, she had been studying under Celestia's watchful gaze since she had discovered her talent for magic, and earned her Cutie Mark in a fit of arcane chaos. She had grown up with the princess as a friend and secondary mother figure, not a symbol of regal authority. She remembered how, just over a year ago, the princess had "tricked" her into making the best friends of her life, and even rescuing Princess Luna from whatever curse she had been suffering from. She remembered seeing Celestia, as cheerful as ever, barely a month ago, judging at the Equestrian National Dessert Competition.

Then she had received a letter from Princess Luna in the middle of the night, requesting her presence in Canterlot on urgent business. She was given barely an hour before being picked up by one of the royal sky carriages, and arrived to a visibly distraught Luna trying, and failing, to raise the sun on her own. Twilight was immediately asked to allow Luna to use the near-bottomless supply of magic that, as the bearer of the Element of Magic, she apparently had access to. That morning marked the first time in almost ten thousand years that anypony besides Celestia herself had raised the sun.

Later that day, she had been present as Princess Luna announced to all of Equestria what had happened that night. Just like that, Princess Celestia, who had been there unfailingly for more generations than anyone could count, was gone. Everypony was speechless.

The funeral was the biggest gathering of ponies in Equestrian history. It had actually been held in the valley below Canterlot, because, as Luna herself had said at the time, "Celestia didn't wish to be placed on a pillar, admired from afar as something beyond reach. She always wanted to join everypony at your own level, as your own friend." The event lasted long into the night, as hundreds of ponies of all ages and occupations came forward to speak of how the princess had touched their life. Even Discord was, for some unidentified reason, given a chance to speak; a privilege that was swiftly revoked as he proceeded to weave a tale of tropical fruit and lewd innuendos wholly unrelated to the matter at hand.

Eventually, the time came for the sun to be raised, and as Luna and Twilight left to take care of this duty they now found themselves with, the rest of the gathered crowd took this as the queue to disperse, returning to their lives as the sun rose on what would doubtless be a new era. However, as she was leaving, Twilight looked out over the gathered mourners and noticed something out of place, a sore hoof even the colorful party hats Discord had sprinkled throughout the crowd couldn't measure up to: a smile. Not the sad smile of somepony remembering good times past, but the gleeful smile of somepony who's birthday had come early, bringing with it a present as delightful as it was unexpected. The most shocking aspect of this smile, however, was the fact that it adorned the face of Twilights old foalsitter, Princess Cadence.

After helping to raise the sun, Twilight told Luna about what she saw, only to be informed that, if anypony had an excuse to smile, Cadence did. After all she was getting married soon, to Twilight's own brother and the Captain of the Guard, Shining Armor. Twilight quickly rushed to congratulate both of them, and while her brother was as loving and proud as he always had been, Cadence was definitely different. She was aloof, haughty, even contemptuous, and she didn't even recognize their secret greeting, gazing on with confused annoyance as Twilight performed it by herself. It was like that wasn't even Cadence anymore! Even the color of her magic had changed!

Twilight was worried. Cadence was one of her oldest and most cherished friends, and the idea that she could have changed so completely, and into such a horrible pony, was frightening. So Twilight did what she had always done when something frightened her: research. She spent hours in the royal library, reading about all manner of personality-altering plagues, stopping only to fulfill her new duties as co-sun raiser, and to observe Cadence for any of the symptoms described in her notes. After more than two weeks with no results, during which a threat was made against Canterlot by an unknown force, she found something that seemed to fit the bill wholesale.

"Changelings are a race of magical parasites known for their practice of abducting and replacing ponies to feed off the love of those close to them. Though they can take on and maintain the appearance of anypony almost flawlessly, they often rely of excuses, distractions, and, on occasion, mind-controlling spells to remain undetected, as they are, for the most part, horrible actors. In addition, they are unable to duplicate their victim's unique magical aura, instead having a sickly green color of magic. They thus avoid replacing unicorns wherever possible, preferring to prey upon earth ponies and pegasi. While it is theorized that Changelings congregate in large swarms when not impersonating ponies, no evidence for such behavior has been found, and anypony who has gone in search of it has returned in failure or been replaced by the very creatures they sought.

If you think someone close to you is a changeling, this simple spell will reveal their true nature: …"

Thought Watch's Guide to Perplexing Pony Personality Shifts

This was it! There was no other explanation! With renewed confidence, Twilight began following "Cadence" around one last time, this time with a camera and note pad to record her evidence. She took pictures of the green magic and perhaps the most insincere smile she had ever seen, wrote down the imposter's excuses of how she was "stressed out about the wedding," or "still torn up about Aunt Celly's disappearance," and, as the final piece, caught the Not-Cadence cast a spell on her brother that made his eyes go all spinney and green.

With this evidence in her possession, she had called the changeling/Cadence, as well as Shining Armor, Princess Luna, and a few guardsponies she had befriended over her years as Celestia's student, to the throne room so that she could confront it. They would be arriving any moment now.

As if on cue, the main door was thrown open, and in rode the miniature Discord on a rainbow unicycle. Growling in annoyance at the mood-ruining interruption, Twilight seized him with her magic and chucked him out a window. It took about ten more minutes until the ponies she was _actually_ waiting for all arrived and the unveiling could begin.

"Now I'm sure you're all wondering why I called you here," she began as she flicked an errant bit of mane out of her vision. That was something she was having trouble getting used to. The more she helped to raise the sun, the less her mane looked like hair, and the more it looked like a flowing mass of pink. According to Luna, whose own mane was starting to resemble Celestia's, this shift was an unavoidable side effect of maintaining a celestial body.

"Yes we are," her brother replied. "Because _some of us_ have to perform vital duties for the defense of Equestria." The annoyance in his voice was highly uncharacteristic of him, and Twilight briefly worried that he was a changeling as well until he excused himself out onto a balcony to charge his whole-city shield, using his normal-colored magic. _I guess the stress _is_ getting to him._

"Yes, well I'm sure some of you have noticed that Princess Mi Amore Cadenza has not been acting like herself lately," she continued as Shining Armor returned, only to be interrupted by Princess Luna.

"I'm sure she is simply under stress. We all have been as of late."

Twilight was mildly annoyed herself by this dismissal, but had honestly expected it. "That's what I thought too, at first, but after two weeks of research and observation, I have come up with another hypothesis: that the Princess Cadence before you today is actually a changeling!" The outcry against this accusation was also expected, but hearing her brother's disappointed tone still stung. Unsurprisingly, it was the Cadence lookalike that was yelling the loudest. Eventually, Twilight decided that the yelling was not going to subside on its own anytime soon.

"**Everypony calm down! Please!**" Through the volume-enhancing powers of the Royal Canterlot Voice, a technique Twilight had decided to study after observing Princess Luna using it on her Nightmare Night visit to Ponyville, the gathered ponies soon settled down, though Princess Luna seemed somewhat miffed at being subjected to her own spell. With everyponies' attention, Twilight continued. "As I said, this is merely a hypothesis at this point. Fortunately, I happen to have a quick and easy test to prove it one way or the other. If I'm wrong, feel free to subject me to whatever punishment you see fit."

As she focused her magic to perform the changeling detection spell, Twilight found her confidence rising at the nervous look on the supposed-princess's face. However, the moment the spell left her horn, the changeling sprang into action, revealing its true form to be significantly larger than the diagrams Twilight had seen, and firing a powerful beam-attack spell at Shining Armor. Before anypony could react, the captain of the guard was blasted across the room, and the changeling was forcibly enlarging the draconequus-and-unicycle-shaped hole in a window and making good its escape. As the guards chased after the fleeing changeling, both Twilight and Princess Luna rushed to the still form of Shining Armor.

They were both relieved to find him still breathing, albeit somewhat shallowly, and Twilight Turned to Luna in hopes of gaining some enlightenment as to what just happened. "Princess, what was that? It was bigger than the diagrams said a changeling should be."

The Princess of the Night didn't respond. Instead, with a look of dawning horror, she raced out onto the balcony Shining Armor had recently vacated, and looked out at the sky. To the east, a black cloud was rapidly approaching. She took flight and, with all the volume and authority her Royal Canterlot Voice could provide shouted, **"Guards! To Arms! Sound the alarm! Changelings attack from the east! Keep them out of the city, or we shall never get rid of them all! Citizens! Retreat into your homes! Do not allow anypony in until the threat has been dealt with!"** Within moments of the announcement that echoed across the entirety of Canterlot, the city erupted into frantic action. Guardsponies donned their armor and prepared for the nearing swarm, or helped to carry provisions for the scrambling citizenry as they ran to their homes or those of whichever friends were nearer. By the time the shield dome began to crack under the weight of slamming changelings, the only ponies evident in the streets or skies of Canterlot were adorned in shining metal plates. Then the dome shattered, and the changelings began their comet-like charge at the city below. The Battle for Canterlot had begun.

* * *

><p>Author's notes: Behold! The biggest chapter yet!<p>

When I first started writing this fic, all I knew about the season finale was that it would involve a wedding. Imagine my surprise when I found out that it also involved a war! Go ahead! Imagine it! Got that picture? You're nowhere close. When I saw the season finale, I thought to myself, _this is perfect! I'll only have to adjust a few scenes, and the whole thing will become 20% awesomer!_ So I did, and it is.

Meanwhile the _Guam_'s ponies are learning about magic, so I thought I'd share my own thoughts on the subject. Magic isn't just unexplainable by science; it's actually a manual override for the universe itself, one I made excessive use of setting up the events of this story. Beings native to the MLP universe, as well as those forcible integrated into it are naturally able to access this override, though only Unicorn-type subspecies and certain other creatures can actively use it, and, depending on what they're trying to accomplish, certain amounts of power or focus will be needed. Focus is gained over time by studying how magic works, while power in inherent upon birth, and can only be enhanced through powerful artifacts. As the author, I have unlimited amounts of both.

And yes, I take a personal hand in shaping the worlds I write about. Doesn't every author?

Post-revision Notes: Longest chapter, now longer! Very little substance was actually added though…


	8. Dim Before Dawn

Disclaimer: My Little Pony Friendship is Magic is owned by Hasbro. Halo is owned by Microsoft (or some sub-company thereof). I have no stake in either and seek no profit from this work. This is purely a fan creation.

* * *

><p><strong>Outpost Epsilon<strong>

**23 November 2551 0700 MST**

**Viery Plateaus, Reach**

It was an unnaturally cool day in the Viery region. This had become more or less normal over the past two months as the pegasi of the _Guam_ made their presence known to the local climate. Most meteorologists were fairly certain that it would snap back once the "corrupting" influence was removed, but no one had any idea what the long-term consequences would be, if there even would be any. Overall, everyone who knew and cared about it was breathing a sigh of relief as the crewponies were finally given authorization to return to active duty, particularly the crews of four orbital MAC stations that had no idea why they were having a half-a-month-long readiness drill.

As Princess Celestia watched the various ponies scramble about, loading various pieces of equipment onto cargo shuttles for transit to the _Guam_, she couldn't help but reminisce on her time with the humans and their pony counterparts. Most of that time had been spent teaching the unicorns, but there had actually been a surprising amount of room in her schedule, particularly since she didn't have to worry about her royal duties. Not that she _didn't _worry about her duties- her empty moments were spent agonizing over whether Luna was able to pick up the significant slack she was suddenly left with- but she knew that such matters were beyond her reach, at least for now.

Here, however, she could help. The humans-turned-ponies had very little idea of the full extent of their magic. And who could blame them? Until very recently, magic had no place in the common vocabulary, and was relegated to the realm of fantasy. Now it was an inseparable part of their very being, and they had no idea how to use it. Luckily, they all seemed to possess an innate instinct about magic that more than made up for the lack of experience. It was perhaps the only reason the unicorns had learned how to use their own magic so fast.

The remainder of her time, Celestia attempted to take in the sights and sounds of this new universe. The skies above Reach were filled with impossibly bright stars in constant motion, things the humans claimed to have put there themselves. "Orbital stations" they had called them. Even during the day, things could be seen shooting through the skies, impossible in their size, speed, and height. They occasionally ventured near enough for a low rumble to be heard, but most stayed near the horizon unless they were bringing supplies to the outpost.

Due to being allowed to watch certain video clips of the war, she had also gotten an earful of gunshots and screaming, as well as getting a better idea of what she had committed Equestria to in a fit of emotion. She was horrified, not only at the sheer scale of the destruction the humans had been subjected to, but at the brutality the Covenant used even on their own forces. At multiple points, she had seen the big creatures the humans labeled "elites," the same race as the beast in the video Captain Arnold had first shown her, actually _kill_ the smaller "grunts" who refused to charge blindly to their deaths. They were obviously a slave race, used mostly for cannon fodder, and Celestia pitied them.

She also saw the other races that made up the Covenant, each with its own human-given moniker. The insectoid Drones and rampaging Brutes made sense, though the Jackals confused her, until she found a clip depicting several of them fighting over scrap from a smashed tank like a pack of dogs. Her attention was captured by the nigh-unstoppable Hunters, armored behemoths which towered over everything else and shrugged off all but the most vicious of strikes. Her eye was particularly drawn to the runes carved into their armor. When she had asked about them, she was told that they were just symbols put there for religious purposes. Apparently, they were used by an extinct alien race known only as the Forerunners, which were the focus of the Covenant's religion, so it would make sense that the mad aliens would put them on everything. Still…

Her reverie was broken by a passing crewpony telling her that it was time to leave. A shuttle similar to the one she had been ferried around in on her first day was waiting for her at the air strip on the edge of the base, although this one had windows. She wasn't sure if this was better, being able to see what was beyond the walls of the "moving room," or worse, having two senses screaming at her to slow down instead of just one, but she had been soundly laughed at when she offered to fly beside the craft, and when they realized she was serious, they explained that their destination was actually in _space_. She would gladly have teleported there, but she had no idea _where_ in space.

Reluctantly, she climbed aboard, along with the captain, several members of the bridge crew, and the five-pony team of ODST which had apparently been ordered to follow her everywhere she went, and within minutes they were airborne. When she had tried to fly around previously, she was followed up by one of the humans' vehicles and told to land, so this was her first real look at what the humans called the Viery Plateaus. It probably would have been breathtaking, had the sight of it moving so fast without the familiar sensation of the wind in her mane not made her slightly queasy. By the time she overcame her motion sickness, the sky was turning black as though night had come early (though, given Reach's twenty-seven hour day, that would have been a welcome change of pace).

Now that they were beyond the obscuring atmosphere, Celestia could see the forms behind those bright stars for herself. It was truly a sight to behold; Masses of steel and glass, many dwarfing Canterlot Castle in size, sprawled out with no regard for something as insignificant as up or down. Each was bathed in its own star field of lights to paint it out against the backdrop of space, for the benefit of the hundreds of smaller craft which flitted about them like insects, or, in the case of some of the larger "small" crafts which themselves dwarfed the smaller of the stations, like massive birds of prey.

The videos had shown enough of the UNSC fleet for her to recognize which of the ships and stations before her were built around the frightening weapon known as the Magnetic Acceleration Cannon. Those videos had never shown it in action, but what she had heard of it was terrifying enough. Speed comparable to light itself, force enough to bring a city to ruin, and size that almost necessitated keeping it where little her world had to offer could even _reach_ made it one of the most frightening things she had ever even heard of.

She could see no less than a hundred of them from her vantage point in a suddenly very feeble feeling box.

Suddenly, after perhaps half an hour of staring out at this piece of the heavens the humans had claimed for their own, the view was rather abruptly cut off by a wall of metal. A speaker that had thus far remained unnoticed blared to life with the words "Making final approach to _Guam_ docking port seventeen-Alpha." The shuttle slowed to a stop just as a hatch in the metal wall drifted into view. The voice behind the speaker stated that it was "engaging magnetic locks," as they began drifting purposefully towards the hatch. There was a loud _clunk_ and some hissing, and the door opened to reveal a long corridor strikingly similar to the ones she had been forcibly escorted through just last month. _Was that really only a month ago? It seems like such a long time._

The crew filed out, and Celestia followed them. She intended to keep following them, eager to see parts of a ship that weren't the brig, but at two-story junction centered around a stairwell, the captain stopped and turned to her.

"The squad will escort you to your quarters, and will keep an eye on you if you decide to wander around. Don't get in anyone's way, and if someone tells you to do something, you do it. They probably know more about what's going on than you do, and I will _not_ have the first diplomatic escort mission in _centuries_ be ruined because you decided to stick your head in the fusion plant. We'll be leaving within the hour." He trotted off towards the bridge, and Celestia reluctantly followed the ODST deeper into the ship.

* * *

><p>Captain Arnold strode onto the bridge several minutes later, quickly taking in all of the changes made to accommodate their new bodies. All of the stations' old keyboard interfaces were replaced with holographic touchscreen displays which, ironically enough, didn't recognize "magic" as a possible interface method. While other ponies could use the new interface more easily than the keyboards, most of the bridge crew were unicorns, and had spent the past two weeks perfecting the art of pushing keys with magic. Luckily, everyone seemed to have gotten the hang of things fairly easily. The only other change of note was that all of the chairs had been removed, and replaced with low stools more accommodating to their new form of sitting.<p>

As he approached his command chair-_I suppose it's more of a command _stool _now_- He was greeted by a barrage of readiness reports.

"All equipment loaded and stored."85% of personnel onboard."

"Fusion plant operating at optimal capacity."

"Weapons systems online."

"FTL drive up and running."

_Zzzzptaft_ "Communications station still unresponsive to magic, but otherwise working fine."

The captain rolled his eyes at that last report, and sat down at his own station. He actually had very little to do until the final preparations for the slipspace jump, which would need authorization from his neural lace, and he spent this time puzzling how fast the situation had moved. Though he had spent enough time with the princess to know that she was almost naively trustworthy, he also knew that his superiors _didn't_ have that personal accounting. He had, of course forwarded his own impressions of her with their progress reports, but for High Command to give the go-ahead to attempt to open diplomatic relations with Equestria seemed somewhat rushed for there not to be some alternate angle. _Perhaps they're just _that desperate_ for some good new to tell the press. Hell, they'd know better than any of us how much we need a real morale booster._

Next, his thoughts turned to the many ways this vital operation could go wrong. Aside from the myriad of ways the unwary could get themselves killed aboard a military vessel, the main concern was with actually entering the universe that had had such a drastic effect on the crew merely through unintentional proximity. The princess had mentioned numerous other sentient species, most of which seemed to originate from human mythology, and the idea of enduring another transformation was not pleasant. _Oh well. We'll just have to cross that bridge when we come to it._

* * *

><p><em>Canterlot Caverns<em>

_November 29, 2011 11:27 P.M. Canterlot Local Time_

_Canterlot, Equestria_

Guardian Shield was enjoying his retirement. How couldn't he? No more duties. No more patrolling. No more having to stay in peak condition on the off chance he was needed. Just relaxation and occasional severe migraines.

Every day his children would come in and join him for dinner. It was always the highlight of his day, given how much he loved them. _What were their names again? ARG, my head. Oh well. I suppose memory was always the second thing to go. Ah, here they are now. Wait, didn't they just leave?_

Indeed, there was something different about the ponies entering his room now. In fact, he would have said that they weren't his children if it weren't for the fact that they were the only ponies who ever came to see him. Just looking at them made his head hurt, a sensation that redoubled when one of them said "There you are, sir!" Why did that voice sound so familiar? He barely recognized his own kids whenever they arrived.

Suddenly, one of those ponies that made his head hurt lashed out with a double-hoofed buck. Shield tried to jump out of the way, but found that he couldn't move. _Why can't I move? When was the last time I tried?_ He closed his eyes to brace against both the debilitating pain in his head, and the future pain rocketing towards his chest.

_CRACK_

Experiencing no additional pain, he dared to open his eyes. There were cracks everywhere, as though the air in front of him had been struck with a bludgeon, and through the cracks he could see something else. Before he could make out what it was, however, the pain in his head redoubled as if it were trying to distract him from what he was seeing. So horrible was the pain that he didn't even notice the pony before him launch another buck. He didn't see the vision of his bedroom, the only world he had known for who knows how long, shatter to reveal a dark cave and a broken cocoon. The only thing he knew was pain, and he would do anything to make it stop.

And suddenly, it did.

He opened his eyes and saw the first truly familiar face he had seen in far too long. It took him a few seconds to recall the memories, like that part of his brain had been disused, but he eventually got a pony to go with that face. Nightshield was a low-ranking unicorn of the newly-reformed Lunar Guard, and thus Guardian Shield, as a sergeant in the Solar Guard, had had few chances to meet the stallion. In fact, were it not for the combining of the two branches after Celestia's disappearance, they would never have met. As it was, he didn't know much about Nightshield other than his name and relatively new status as part of the guard.

Looking around the room, he was glad to find a face he was somewhat more familiar with. Shimmer Shape was a well-known and well respected member of the Canterlot City Guard, due to her mastery of personal illusionary magic and knack for infiltrating any closed criminal circle which happened to pop up in the city. She wasn't a public figure, for obvious reasons, but any guard worth his spear had heard of her exploits. They also knew that she had a tendency to change her personal appearance even when not under cover, and she was currently a beige color with a brownish mane and tail, and a cutie mark of a blurry, vaguely pony-shaped figure.

The rest of the small room seemed to have been dug out of bare stone. Aside from a waxy-looking door, a similarly waxy sconce holding a green-glowing crystal, and the shards of his former prison, it was more or less featureless.

"Are you okay, sir?" asked Nightshield. "It looked like the mind-control was hitting you pretty hard there."

"No, no. I'm fine," he responded, shaking his head slightly in hopes of getting his brain to speed up. "Where am I, and how long have I been here?"

"It's been over two weeks since you were captured in the first assault," Shimmer Shape replied curtly. "The changelings captured everypony they could get their hooves on and took them into the caverns in the mountain. You've all been cocooned and hypnotized in here the entire time while they fed off of your love."

"But you're here now, so we must have beaten them off." He was hoping he wouldn't have to fight his way out of a changeling hive, but he knew better. Shimmer Shape wouldn't be here if there wasn't a danger of discovery. His suspicion was confirmed by what she said next.

"Sorry, but no. This is a rescue mission. The changelings have captured too many guards for us to fight them effectively, so we were sent in to get you out. Now hurry up; there aren't many more rooms for us to go through." They all trotted out of the cell, and into a vast cavern filled with what seemed to be most of the Canterlot guard. Along the walls, sometimes layered nine or ten high, were more doors, leading to more cells, most of which were open and empty. After a few minutes of waiting the last few cells were emptied Shimmer put up illusions around herself and Nightshield which made them look like changeling soldiers, and turned to address the crowd. "Alright everypony, if you see a changeling, put on a vacant expression and let me do the talking. This is the tricky part, but I've already got a plan worked out." And with that, the group of escapees started moving.

The caverns inside Canterlot Mountain were large, twisting affairs filled with magnificent crystal formations. Occasionally, one could see remnants of the mining industry that Canterlot had been founded on, but since Celestia had declared the caverns a natural wonder and enforced their protection several centuries past, most of the equipment had long since rotted away. More obvious were the signs of changeling occupation. Large waxy bridges spanned otherwise-impassible gaps, and a low droning noise echoed off of the walls. Many smaller crystals had apparently been broken off to provide the wall lights, and the group sometimes glimpsed carts full of sharpened gemstones being pushed with single-minded efficiency by changeling workers.

Though those workers didn't dare interrupt the task of the soldier Shimmer had taken the form of, eventually they came across a changeling of sufficient rank to find their activities suspicious.

"Halt!" Guardian Shield couldn't see the changeling that had spoken, but whoever it was sounded very intimidating, and not the kind of intimidating where you try to look like you have more power than you actually do. This was the kind of intimidating that spoke of real power and the will to use it. "_Why_ are all of these prisoners not in their cells?"

"High Commander Blackfang, sir! There was a gas leak in the main chamber of their cellblock." It took a moment for Shield to realize that the new voice was coming from Shimmer Shape. It sounded nothing like her! "I am escorting them to an alternate holding facility until the matter can be fixed."

"Hmm…" For a moment Guardian Shield thought this High Commander Blackfang had seen through the ruse, and it took every ounce of his willpower to keep from tensing up. "Very well then… I shall send a maintenance team to patch things up. Carry on." More astounding than the fact that the lie had worked was that not one pony let lose a sigh of relief. There was a buzzing of wings, and Shield glanced up in time to see a monster of a changeling, easily as big as the burliest of workhorses, wearing a set of ornately carved armor forged out of some sort of black metal. The helmet extended down to cover his upper fangs, giving them a jagged edge that almost seemed to glow in the dim light of the cavern. He let loose and involuntary shudder, hoping he would never face that changeling in battle, and safe in the assumption that he was not the only pony thinking that.

The rest of the escape was relatively uneventful. No changeling they encountered came quite as close to suspecting them as High Commander Blackfang had, and the changeling guarding the entrance to the caverns didn't even stop them! By the time an alarm was raised they were already in the city proper and managed to somehow evade detection.

After just over an hour of moving through the cratered streets and ransacked houses of the changeling-held upper city, they were met by a patrol of night guards in the marketplace. Though these guards were obviously expecting the group, they still insisted on performing an illusion disspellment on every single one of them, and Nightshield proceeded to return the favor. _So _that's_ Shimmer's natural color, _Shield thought as the unicorn in question accepted the disspellment and failed to change colors.

When everypony was satisfied that nopony was a changeling, the newly freed army was led not to the palace, which was currently occupied by Queen Chrysalis herself, but to the lower-class districts towards the base of the mountain. It was there that they met up with Princess Luna, who's mane now looked more like a beautiful sunset than a dark star field, and were brought up to date on the situation.

Within minutes of the changelings' first attack, when in had become apparent that local forces wouldn't be enough to claim victory, a message had been sent to the military command center in Stalliongrad for an immediate mobilization towards Canterlot. Those forces would be arriving tomorrow evening, and were sufficient in number and training to deal with the changeling swarm. Unfortunately, such a massive force couldn't have gone unnoticed by the changelings themselves, and they were expected to launch a full assault in the morning, probably in hopes of capturing the sole remaining Princess of Equestria and forcing the ponies to stand down. The escape that night had been instigated because the remaining guardsponies, roughly half of the forces that had been present at the start of the battle, were insufficient to hold out against the expected attack.

The rest of the night was spent fitting armor and preparing for the battle that would decide the fate of Equestria.

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><p>Authors Notes: This chapter was mostly written between the hours 12:00 and 4:00 A.M. across fiveish days, so quality may be a bit spotty.<p>

I couldn't imagine what the changelings would be doing attacking Canterlot like that if they didn't plan on sticking everypony in a Lotus Eater Machine where they still produce love, and apparently someone in the changeling chain of command has a bit of OCD (perhaps it's Blackfang?) and insisted that _all_ of the guardsponies be held together. All of the foals are also in the same place, and the other ponies are sorted by age, profession, and hair color.

Next time we'll get to the meet up everypony's been waiting for! How will Celestia react to the state of her home? How will the native Equestrians react to the UNSC ponies? What other eyes may be watching from the shadows (besides yours, I mean)? Truths will come out, trusts will be tested, and blood will spill, next time on My Little Halo!

As always, feedback is more than just noise; it's how I improve, so give me some, and I'll give you an even better chapter next time!

Post-revision notes: I can't even recall what I changed in this chapter…


	9. The Best Laid Plans

Disclaimer: My Little Pony Friendship is Magic is owned by Hasbro. Halo is owned by Microsoft (or some sub-company thereof). I have no stake in either and seek no profit from this work. This is purely a fan creation.

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><p><em>Lower District<em>

_November 30, 2011 2:58 P.M. Canterlot Local Time_

_Canterlot, Equestria_

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><p>The battle was not going well.<p>

Actually, that would be an understatement. The battle was already over except for the kicking and screaming. The defensive line had been broken once again by that terrifying dive-bomb attack that had so quickly given the changelings the upper hand in their initial strike, and when more changelings began pouring out of tunnels they had either found or dug themselves, the remaining guards quickly found themselves surrounded. That they had lasted as long as they did was a miracle in its own right, one owed mostly to the efforts of Twilight Sparkle and Princess Luna.

The last stand was being held in a large square, somewhat ironically occupied by a rather impressive statue of Princess Celestia. Of the paltry few dozen guards left, most were already succumbing to changeling sedation spells, with a handful already out cold. Though the dispel was fairly easy, such sustained casting was beginning to ware on even the princess's magical reserves, and even as Luna watched, a black, chitinous form broke through the defensive formation maintained by earth ponies and pegasi and dragged an unconscious unicorn into the surrounding swarm.

The only glimmer of hope the tired ponies maintained stemmed from Twilight Sparkle, who seemed indefatigable as she fired a constant stream of stunning beams into the buzzing throng. For Luna, however, that last hope flickered out as she was alerted to a feeling she had hoped would never again plague her mind. Something had invaded the space above, where only her moon should rightfully be. This time, however, the object was far more massive than the thing that had taken her sister. As the vast size of the new threat dawned on her, Luna couldn't help be turn her gaze to the sky, certain that she should be able to make out such a monolith no matter how far away it was.

"By the ancestors, it's huge." Her unintentional utterance was lost among the din of battle.

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><p><strong>UNSC <em>Guam<em>**

**30 November 2551** **0300** **MST**

**In orbit above unidentified planet (Equestria)**

"Transition successful," Agatha called out. "No immediate change among personnel. Local topography matches the maps provided by ONI, and I have already identified Canterlot."

Princess Celestia had joined Captain Arnold on the _Guam_'s bridge, in order to be among the first to know when they reached her home planet. Shipboard life had definitely been an interesting experience, and although the ODST had kept her out of any serious harm, even _they_ had been shocked by a particularly close call involving an empty rocket launcher, a ten-gallon drum of salad dressing, and a malfunctioning fire extinguisher. It had taken a truly frightening amount of her power to remove those stains, and some of the toilets on deck fifty-seven were _still_ frozen over. _Still, at least nopony was hurt._

"Sir, you're going to want to see this." The AI almost sounded nervous, and Celestia's attention moved immediately to the holodisplay as an image was brought up on it. It took her a few seconds to recognize the aerial view of Canterlot, as it was far more detailed, and with a far larger view than she had seen on any of her own flights above the city. Once she realized what she was seeing, however, she knew immediately what was wrong. Instead of colorful citizens, the streets were occupied by craters. Instead of pegasi and clouds, a thin veil of smoke filled the air. Though most of the city seemed abandoned, the lower district was awash in activity, mostly centered on the lower main square which seemed consumed by a black cloud. There was a flash of unmistakable violet magic, and the cloud parted briefly to reveal the shining armor of the city guard, fighting equine shapes that positively boiled out of the surrounding mass. Before the swarm closed back in, Celestia managed to glimpse the forms of both her sister, and her prized protégé and pupil, Twilight Sparkle.

She turned to Captain Arnold, who was still staring at the screen, a very thoughtful look on his face. "Captain." At the word, he looked up. "I must go. My people need me."

"I understand," he replied. "I'll send word to prepare some dropsh-" There was a flash of light, and the princess was gone. "-ssshhhit." The captain turned back to the display in time to see a similar flash of light fade among the now-scattering swarm. With lightning reflexes, he pressed the icon for a shipwide broadcast. "All ODST prepare for a combat drop, mixed hostiles and friendlies. Combat teams Lima through Romeo, take some armor and follow them in. Find and protect the princess _at all costs_." _She'll be lucky if she doesn't get herself killed; God knows I'm tempted to do it myself for a stunt like this. And why the hell was I not told she could _teleport_?!_

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><p><em>Lower District<em>

_November 30, 2011 3:05 P.M. Canterlot Local Time_

_Canterlot, Equestria_

The sudden teleport had surprised everyone on the battlefield, pony and changeling alike; there were only a handful of unicorns alive that could manage the spell and all who knew what was happening were already present. The figure present when the light faded, however, was an even bigger shock: Princess Celestia, returned from the grave to save them all. The changeling assault immediately broke, scattering to evade the vengeful spirit of the supposedly dead ruler, and soon the square was engulfed in a stunned silence.

Princess Luna was the first to speak. "But you were! And then it! And then _Fwoosh_! And _hugh?!"_

Celestia couldn't help but chuckle warmly at her sister's dumbfounded attempt at speech, and the accompanying frantic hoof gestures. However, that jovial noise was soon replaced by a far more menacing laugh issuing from the reforming swarm. Soon, a changeling of regal stature separated herself from the swarm, and led them towards the haggard remains of the guard and the unexpected guest. "So," Queen Chrysalis hummed, "I see rumors of your death were somewhat exaggerated. Wouldn't you say, Princess Celestia?"

"Oh, I quite agree," Celestia replied almost amicably, "although I'm afraid I haven't had the pleasure of making _your_ acquaintance."

"_I_ am Queen Chrysalis, Ruler of the Changeling Collective, and soon-to-be overseer of all of these little bundles of love you call ponies."

As confident as Chrysalis was, Celestia didn't seem too worried by the prospect of losing her kingdom. "I'm afraid that's not going to happen," she stated matter-of-factly.

After a second confused by the princess's apparent lack of worry, Chrysalis let loose another howl of laughter. "Hahaha! You _can't_ be serious. My people and I have been feeding off of the love of this city for _weeks_. Even _you_ can't possibly stop us all." The surrounding swarm buzzed and growled in agreement, spurred on by their queen's assurance. Many of them even took to the skies in hopes of getting at the doomed ponies sooner.

Celestia, on the other hand, didn't even seem to notice the threat the changelings around her posed. Instead, she looked up to the sky and said, in a rather amused tone, "My, it looks like rain."

Confused by the apparent non-sequiter, the guardsponies, the changelings, the alicorns, a pink earth pony in a nearby town whose tail had suddenly pulverized a brick wall with its twitching, and the rainbow-maned pegasus who had been watching the battle from an overlooking cloud, all looked up.

* * *

><p>Rainbow Dash had been warned that there would be a major battle today, and had been told to stay away for her own safety. Naturally, she had immediately grabbed a cloud and some snacks, and settled in the watch. She hadn't known what she was expecting, having never seen fighting in anything other than silly little plays and schoolyard tussles, but she swiftly decided to never make fun of a guard again.<p>

As the battle wore on, she became more and more worried. But why should she? Twilight could always teleport them out if things got too bad, couldn't she? And though she loathed admitting it even to herself, the sheer number of changelings down the scared her.

"That's no excuse, darnit!" she shouted to nopony in particular, "I should be down there helping them! Not hiding up here like a scared foal!" She was about to swoop headlong into the swarm, when suddenly Princess Celestia appeared in a flash of light and singlehoofedly drove back the evil creatures. "Eeh… it looks like they've got things under control." She grabbed another hoofful of popcorn and sat back down in time to see a princess-looking changeling fly out of the crowd. There was some talking that she couldn't here, and then everypony looked up.

At first, she couldn't see what was so interesting, but soon dozens of pinpricks of light became apparent, even in the daylight. It looked like a patch of stars had decided to ignore their schedule and come out in the middle of the afternoon, but instead of just sitting there twinkling, the kept getting brighter, or maybe … closer? That wasn't right. Stars didn't move.

But they also didn't come out during the day, either, and the more she stared at them, the more she could see that there was more to these "stars" than just light. The moment she realized that they were not, in fact, stars, she also realized that they had to be moving very, _very_ fast to be making that kind of glow, and that the only direction they were moving was straight down.

It took her only a second more to realize that she was in their way. Unfortunately, by then it was too late for even _her_ to get out of the way. Fortunately, all of them missed her on the way past anyway, and the shockwaves they produced as they moved past were manageable for a pegasus of her skills.

Looking back down onto the now somewhat more crater- and smoke-filled city, she spotted one of the things that had just fallen. It looked like some sort of big teardrop-shaped hunk of metal, and it had completely shattered the bakery it had fallen through. What surprised her the most, though, was when a chunk of it flew off, and out jumped a _pony_. It was wearing some sort of full-body suit, and had a big, long thing on its back, but it was obviously a pony. In fact, it was obviously a pegasus, since it spread its wings and flew up onto a rooftop as though it _hadn't_ just fallen from significantly farther up than anypony could possibly travel. _Wow... that makes my Sonic Rainboom look like _nothing_.I _have_ to find out how they did it._

* * *

><p>The only reason the guards weren't panicking was because that would leave the princesses unprotected against whatever had just happened. The only reason the changelings weren't panicking was because their queen wasn't, though that almost wasn't enough, and many of them were surreptitiously retreating under their own initiative. The only reason Queen Chrysalis wasn't panicking was because she was still trying to comprehend what had just happened. Eventually, she just decided that it was all Celestia's fault. "What treachery is this?" she hissed.<p>

"No treachery. Just friends." The princess's short reply only served to infuriate the changeling queen, even as she noticed the ponies in strange armor appearing all around her.

Though she cared not for the concept of valor, discretion was something all changelings were well familiar with. Despite her outward confidence, she was still uncertain of her ability to deal with the returned Princess Celestia. Oh, she was sure her swarm could eventually wear her down, but they had a time table to deal with. Add dozens of ponies with the ability to fall from _very_ impressive heights undamaged, and who knows what other tricks besides, and the tables could swiftly turn against them.

It was decided when she hazarded another glance upwards, and saw _more_ things descending on the city, things significantly large and, somehow, slower than the first barrage. _No… I think we're done here._ "Changelings, fall back to the caves! This battle is over," she growled as she flew off.

The swarm scattered and dissolved, vanishing into houses and alleyways, and eventually disappeared completely under the steady gaze of the UNSC ponies, who were busy establishing a perimeter around Princess Celestia. They were also marking down everywhere a changeling went into and didn't come out of.

Seeing that everything was well in hoof, Celestia turned back to the ponies she had arrived in time to save. Looking them over, she had to suppress another fit of laughter. At the questioning gazes of the few who had managed to retain their senses throughout the sustained surprises, she replied, "You all look horrible!"

Finally snapping out of their stunned stupor, both Luna and Twilight immediately tackled Celestia into a tear-stained hug. The surrounding marines, to their credit, managed to recognize the joyful reunion for what it was, and allowed the two ponies to pass without being riddled with bullets.

About a minute or so into the group hug, however, they became aware of a very pointedly tapping hoof nearby. Turning to the source of the sound revealed a mass of marines surrounding one Captain Arnold. "I'm not interrupting your little reunion here, am I?" he said in an obviously, fakely courteous voice.

"Oh, not at all!" Celestia responded, seemingly not catching on to his tone. "Luna, Twilight, This is Captain Arnold. He's one of the pon- err… people who helped me get home."

Luna was still in tears as she spoke. "Oh thank you kind sir! We all thought we would never see her again, and if you hadn't arrived when you did…"

The captain looked slightly awkward in the face of such heartfelt thanks, but quickly remembered why he had come down so quickly. "Well I was under orders to see Her Majesty home safely, and to assure her safety while she got local affairs in order. However," his tone darkened noticeably, "I _would_ like to ask her what exactly was going through her mind when she decided to leap into the fire five men dug their own graves racing to pull her ass out of."

All of the native ponies took offence to that, none as vocally as Twilight. "Hey! Who do you think you are, talking about the princess like that?!"

He turned to regard Twilight with a level gaze. "I am the man with strict orders to ensure your princess's safety." He began steadily walking towards her. "I am the man who ordered his troops to support her sudden appearance in that battle." He was now standing directly in front of her, staring down at her with intimidation beyond his noticeable height advantage. "And I am the man who now has to explain to his superiors why five of the people under my command, _my_ responsibility, are _dead _on a simple diplomatic mission." His unwavering tone relayed a kind of anger to which a raised voice wouldn't do justice, and even the royal guards seemed to struggle to avoid backing away.

"Dead?" All attention turned to the source of the small noise. Princess Celestia seemed to be a shadow of her normal self; even her coat seemed to have darkened, the flow of her mane stilled. _Ponies have died to protect me in the past, but that was so long ago, and it was never out of my decision. This time… this time ponies died because of what I did, because of a decision I made. Would they still be alive if I had waited? If I had simply taken one of their craft down while they followed, or even stayed behind altogether?_

Her doubting thoughts were interrupted as Captain Arnold continued speaking. "Yes, dead." His tone had softened somewhat as he took in how hard the princess seemed to be taking her mistake, though it was nowhere near what one would have called 'comforting.' "They knew the risk when they joined the ODST, and it certainly isn't the first time a rash decision has cost lives. However, next time you decide to teleport into the middle of an enemy attack without intelligence, backup, or warning, don't."

Suddenly, the captain was distracted by something only he could hear. A small grin soon found its way onto his face, and he once again spoke. "Good news. It turns out two of the troopers whose pods malfunctioned managed to survive the impact. They're being dug out of their craters, and will be taken back to the ship for treatment. They should recover within the next few days."

It took several seconds for the news to sink in, and Twilight's analytical mind managed to recover first. "I take it they were both pegasi?" she asked.

"No, actually. One was an earth pony whose pod crashed into a building with a ridiculous amount of sub-basements, enough to cushion his fall to survivable levels. The other was a unicorn who was apparently using his magic to slow his decent for the entire drop. Pretty clever of him, actually. I wonder how many others were doing that…" He visibly shook himself to get back on track, and continued. "Anyway, while your willingness to lead from the front is commendable, there's a difference between that and charging out onto the front before anyone is ready to follow you. Consider yourself lucky that those things were willing to wait for us to get down here, or _you_ might have been among the casualties. What were they, by the way?"

Princess Luna was the one to answer that question. "Those were changeling," she said, "parasites who use their shape-shifting powers to replace ponies and feed off of the love others have for their victims. They have apparently united under Queen Chrysalis, though how long ago, I cannot say, and attacked Canterlot. They trap anypony they can capture in a cocoon, and hypnotize them to produce a continual stream of love. Right now, they have everypony in the city, aside from the ones you see here." She motioned to Twilight and the guards. "Forces from Stalliongrad shall be here by day's end, and with the help of your new allies we can crush their forces and free everypony they have taken. You will help, won't you?" she asked with an undertone of pleading that only the most cold-hearted of thinking beings could ignore.

"We're already working on it," the captain said as he gazed up at the increasing number of dropships descending on the city. "Those buggers won't know what hit them."

* * *

><p>What none of them realized was that as they spoke, they were being watched from the shadows, not by any changeling, but by something altogether more sinister. It had managed to sneak into the city during the chaos of battle, and had immediately sought out its former host. Unfortunately, the jealousy and bitterness that had allowed it access in times past was gone, replaced with a sense of purpose and a sorrow that was directed specifically against allowing further access. To try to take that host again would be suicide, so it had hidden and waited.<p>

Though there were changelings in abundance, they did not make good hosts for a number of reasons, among them being love as an almost required nutrient. It found love to be a most bothersome thing, and did not desire to be tied to it. The selection of other possible hosts quickly dwindled, however, and soon the only beings present did not possess the proper mindset to allow it access.

Now, however, there was a sudden abundance of ponies who all had fear in their hearts and minds. Oh, they hid it well, beneath layers of duty and stone, but the fear was there, and where there was fear, there was a way inside.

Eventually, it managed to find one of these new ponies alone, and quickly entered its mind. _Now, what do you fear, my little pony?_ Exerting its power to keep the pony still and quiet, it searched for the source of the fear, so it could use that fear to manipulate the pony into granting it access.

What it found, however, was beyond anything it could ever have imagined. _So much destruction. So much death. Truly these beings have mastered my domain in a way even _I_ cannot hope to match. I must find these purveyors of doom. I must meet these… Covenant._

After analyzing the pony's mind for information on how to find its objective, it released a final burst of magic to wipe the pony's mind of its presence and faded away into the shadows. Within the hour, it has hidden away on the _Guam_, waiting to be taken to the next stop on its new path. Truly, the Celestial Princesses would rue the day they incurred the wrath of the Nightmare.

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><p>Author's notes: Apparently I write best at three in the morning. Who'd have thought?<p>

Poor Celestia. She didn't really think that one through, did she? Oh well, actions have consequences, and she'll have to get used to the idea that her decisions will cost lives, especially in the coming storm.

And now you have met the face of evil, and know that ahead lies the stuff of nightmares (Pun very much intended) How long do the ponies have? How much warning will they get, if they get any at all? How much of an ass-kicking will the Covies endure in their attack on Equestria and the surrounding planet? What affect will the universe have on the besieging aliens? These questions will take multiple chapters to get around to, but time (and I) will tell.

Speaking of tell, feel free to point out any issues you may have with this chapter. Your feedback makes me better, and though many things in the future are cemented in my mind, I could always use improvement. Right?

Post-revision notes: very little actually done here.


	10. Threat Neutralized

Disclaimer: My Little Pony Friendship is Magic is owned by Hasbro. Halo is owned by Microsoft (or some sub-company thereof). I have no stake in either and seek no profit from this work. This is purely a fan creation.

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><p><strong>Canterlot Caverns<strong>

**30 November 2551, 1900 MST**

**Canterlot, Equestria**

Securing the city had only taken a few hours, and the changelings had fallen back with a commendable effort at tracelessness. The only area where they even made an attempt to hold was the Royal Palace, where they were attempting to make off with a set of intricate jewelry, consisting of five amulets and a tiara. Supposedly, in the hooves of the right ponies, those items could unleash tremendous magical power. Considering that most of the changelings carrying them had surrendered after the first few casualties, the marines considered it somewhat unlikely.

Now that the surface was secure, however, several strike teams were pressing into the caverns through the same 'secret' tunnels the changelings themselves had used to move around the city. The changelings had, of course, taken down any lights in the tunnel in an effort to slow the advance down and Private Montgomery Soamns was eternally grateful that all combat helmets came equipped with a flashlight, and that his unicorn magic included night-vision. The dank passageways contained treacherous footing, and even with the lights, there had already been a couple of close calls on some loose rocks.

They were in a large chamber overrun with stalagmites and stalactites, when the pony on point suddenly held up his hoof, signaling a stop. The rest of the team started casting their lights around and listened closely for whatever had set off their squadmate's alarms. A couple readied their weapons, the arm-guns letting out a quiet _clack_ more to signal that they were armed than for any mechanical purpose. As the tension deepened more marines followed suit, until all six of them were following their lights with their guns, including a harness-mounted flamethrower.

This had been going on for about a minute when, as if by some signal, the whole chamber erupted with buzzing wings and chittering voices.

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><p>In the next chamber, one chosen for being the point of convergence for many of the tunnels beneath the city, High Commander Blackfang waited eagerly in the dim, green light of a single gem-torch. When he had heard that the newcomers had been foolish enough to send in such small groups of ponies, he had hurried to set up ambushes for each of them. Now one of those groups had reached its trap, and was about to be beset by more than a score of his soldiers. They were ordered to bring at least one of their victims in free-willed for interrogation, of course, but the rest were to be cocooned for love-production and packed with the rest of the prisoners to be taken back to the old hive. Even if the Collective lost control of Canterlot, it would be a long time before any changeling went hungry.<p>

The sudden cacophony of noise in the adjoining cavern caught the high commander off guard. The familiar buzzing of wings was being drowned out by deafening _bangs_, and an occasional _fwoosh_ that was accompanied by a wave of heat. _That's new. Those peace-loving ponies would never have the shell to play with fire like that, so one of my soldiers thought of it. Whoever it is had better be careful not to damage a potential food-source. And just what exactly are those bangs? Are they trying to disorient their prey to take them out easier? I might just have to promote whoever is behind that one._

After less than a minute, the noise slowed to a stop. Soon, Blackfang heard approaching hoofsteps and saw the bright light his scouts said each of the new ponies could project. _Strange. Why would my soldiers permit that? It would ruin their darkvision. And why can't I hear their buzzing wings?_ He had just come to the conclusion that something was wrong when six equine figures stepped into the chamber with him.

It took him a moment to recognize them as ponies. He'd never seen a pony dressed in the dark olive green armor these wore, and their body language was completely different. Normal ponies, however well trained, still carried themselves like prey. These ponies however were predators themselves, sizing him up like some cornered deer. Judging from the way two of them were grinning, he didn't measure up very well.

The fear these creatures instilled multiplied drastically as he took in more details of the group before him. Each of them was splattered with the green ichor of changeling blood, and coated with a light dusting of soot. His attention caught on one in particular, carrying a large tank of some sort with a hose attached to its helmet. A glowing ember was held in front of the nozzle by a short stick. _Fire and blood. Did they drive off my ambush in less than a minute? How many of my soldiers did they kill doing it?_

Suddenly, the buzzing of changeling wings could be heard echoing from one of the other surrounding tunnels. All six of the ponies turned their attention to the noise, three of them pointing their forelegs towards the tunnel with a menacing _clack_. Blackfang used the distraction to take off, flying down the tunnel which led to the main complex. _I must warn the queen. We can't possibly fight these things._

His escape did not go unnoticed, however. Roaring flames licked at his heels, and several deafeningly loud _bangs _sounded behind him in rapid succession, the surrounding rocks cracking and braking as unseen projectiles hit them. The runes on his armor flared as the enchantments carved into the metal struggled to deflect each impact. With each hit, another symbol sparked and died, until eventually, just as he was about to make good his retreat, one of the shots broke through. Metal splintered, chitin cracked, and pain flared through his leg like nothing he had ever felt before.

Despite his swimming vision, he managed to keep going. He quickly put the cave walls between him and the ponies and sped unsteadily down the passageways to warn his queen of the coming death.

* * *

><p>Within moments of the armored changeling slipping out of view, one of the squad members voiced what they were all thinking. "What the hell?! Did that thing have energy shields?"<p>

Before the question could be elaborated on, another changeling rushed into the room, chattering in the changeling tongue. It froze as soon as it saw the blood-splattered ponies, which were upon it before it could run. The squad leader, a mauve Pegasus with steely-grey mane and eyes, stared the cowering creature down for a few seconds. "Do you understand this language?" he asked. He grinned at the nod and vague affirmative noise it gave "Good. You are going to go back to your buddies and tell they that the ambush is off. They are to either remain in their hiding places and let the squad pass, or better yet simply show themselves and surrender. If they attack, they _will_ be killed. Understand?" The changeling nodded again, and with a final kick, was sent on its way.

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><p><strong>Canterlot Castle<strong>

**30 November 2551 1900 MST**

**Canterlot, Equestria**

On the balcony of the royal suite, the princesses had a grand viewpoint of the frantic energy with which the UNSC ponies went to work on the city. Already the craters potmarking the streets had been filled in, though the material used, a rapidly-hardening black sludge the humans called "asphalt," left the roads looking even more scarred that the craters themselves had. In addition, all of the rubble that had accumulated over the weeks of battle had been cleared away to make room for the vehicles now speeding around the city, and any bridges on said roads were reinforced with steel girders, despite the strengthening runes used in their construction being more than sufficient to support the trucks and tanks.

The castle itself was being turned into the command center for local forces, and was rapidly filling with electrical equipment of various functions, as well as the technicians to use it. The remaining guardsponies were understandably wary about so many strange ponies running around doing Celestia-knows-what to the place, but did not want to risk upsetting the ones responsible for returning the princess to them. Especially not after they were given a demonstration of what their weapons did to some old suits of armor that were found lying around.

In the room behind them, the tense staring contest between the royal guards and ODST was interrupted by a firm knock on the door. After being extended an invitation, the pony on the other side entered the room. Celestia recalled him as being one of the higher military officers aboard the _Guam_, though the name that went with his turquoise fur and violet mane eluded her. _Why do humans have to have such strange names? It's like they're just throwing letters together._

"Ma'am." The officer interrupted her thoughts before she could follow them anywhere. "One of my patrols recently apprehended a strange pegasus mare flying around the city. We've already confirmed that she's not a changeling, and she claims you know her." The last sentence was an obvious, if unstated question as to what to do about her.

"Describe her, please." Celestia already had a fairly good idea of who it was, but wanted to make sure.

"Sky blue with a rainbow mane, and acts like she's a household name. She calls herself -."

"Rainbow Dash?" the princess interrupted. "Yes that sounds like her. Please, send her in."

Within a minute of the pony leaving, Rainbow Dash was bowing before the princesses, a stoic marine to either side of her. Once the formalities were out of the way, Rainbow started talking. "It's good see you again, princess."

"And it's good to see you too, Rainbow Dash. It's a shame Twilight has already left for Ponyville. I'm sure you two have plenty to catch up on, what with the changelings getting in the way."

"Pfft. I was visiting Twi almost every day up until the changelings attacked. What about you? You've been gone for almost a month! And then you come home with the coolest ponies I've ever seen! Speaking of which," She looked at the armored ponies scattered about the room, "_They're_ the ones I actually came here to talk to."

This caught Celestia off guard. "Really?" she asked, glancing nervously at the elite soldiers of… questionable social capabilities.

"Yeah," Dash replied, oblivious of Celestia's worry. "Did you see the way they just fell right out of the sky? I've _got_ to try that for myself." In a flash, she was across the room and in the face of one of the ODST. "Common, just once. Please?"

Those stunningly bright and hopeful eyes were the only reason Omar didn't reflexively clean her clock for getting in his face. He had almost forgotten the last time he had seen such child-like innocence. _How long ago was that now? Nineteen years?_

Wrenching himself away from the past, he instead focused on the enthusiastic face currently fogging his visor. Fortunately, he was spared having to tell her off when the lieutenant cut in, literally pushing the two apart as he spoke. "Sorry, but drop pods are strictly for ODST use only. No civilians."

"So let me join," she replied, her excitement not so easily dampened. This was of course met with a collective "What?!" from the ODST, marines, and even Princess Celestia, who actually knew what joining the ODST entailed.

"No no no no no!" Kyle stuttered before Rainbow could respond again. "You can't just _join_ the ODST! There are key requirements that you need to meet, both official and unofficial. You have to be a veteran of a verified Special Forces unit before they even let you sign up! There's no way you could qualify."

Not noticing the princess's shock, Rainbow disregarded their opposition with a huff. "Please, I'm one of the Elements of Harmony. We've saved the world _twice_. That's about as special as forces get. So what are the other requirements? Those "unofficial" ones you mentioned?"

The squad suddenly became very quiet, and the marines immediately turned and left to wait outside the door. It took a few more moments before Lt. Johnson managed to break the silence. "Right. I forgot you don't actually know what we are. The Orbital Drop Shock Troopers is strictly a volunteer service, because our lifestyle is _not_ a two-way street. You can still go through the ranks like any other soldier, but when you see the kind of combat we see, as often as we see it, you don't come away unscarred." For emphasis, he nodded towards Omar's prosthetic leg. "Add to that the fact that a mechanical failure in one of those pods is almost one hundred percent lethal, and most people who have a civilian life to retire to don't even try to sign up."

For once, Dash seemed truly stunned. She had never thought about what being a soldier entailed. After all, changelings aside, it wasn't like Equestria ever went to _war_, right? The only ones who would even _try_ were the gryphons, and they had a whole ocean to cross just to get there. But seeing that metal leg, that unnatural hunk of machine replacing something lost made her realize that what these ponies did was not foal's play.

There were a few ponies in Ponyville that used prosthetics of some sort, but they were clunky wooden contraptions that were barely articulate, and their owners almost never talked about where the original went. This one, however, was so well-crafted that, once she recognized it for what it was, she realized that she had seen more than a dozen of them on her way here, sometimes multiple on the same pony. "Woah. That's _hardcore_."

Much to her surprise, one of the ODSTs, a pegasus, chuckled at that. "That's why they call us 'Helljumpers.' We do the missions normal soldiers can't and SPARTANs aren't available for. Trust me when I say that this place is heaven compared to what we're used to, shape-shifting buggers and all." He approached her with a quick flap, and ruffled her mane, which refused to mix colors despite the forceful noogie. "I like you, kid. You've got an honest face, and I can tell that you could make one _hell_ of a trooper if you needed to. I hope things never come to that, but if they do, the UNSC is always looking for new recruits.

"But for now, you should probably head back home. The captain's on his way with some questions for the princess, and you're not exactly supposed to be here in the first place. The marines outside will escort you out of the city. Then you can make your own way to wherever it is you live from there."

As she left, Dash glanced back at the armored ponies that now seemed slightly less tense towards her. "See you around?" she called back.

"Only in Hell," the Pegasus replied amusedly.

The unexpectedly macabre response only further cemented Rainbow Dash's opinion that military life was not for her, particularly that of these new ponies._ And I almost signed up for _that_?_

* * *

><p><strong>Contact Point Alpha<strong>

**30 November 2551, 1945 MST**

**Mt. Canterlot, Equestria**

Scouting reports had revealed that the strike teams had done their jobs. The changelings' plans for retreat had moved forward far more rapidly than any force that size could keep organized, and all of it was headed for the far side of the mountain from the city, where several significantly larger forces waited at every cave entrance seismic scans had shown.

Pegasi and Hornets prowled the skies, ready to gun down anything that tried to escape to the open air. Below, the rocky slopes, too uneven for Pelicans to drop off anything heavier than infantry, proved to be something of an issue for ground vehicles. Fields of small boulders provided uncomfortably tight quarters for the Warthogs to weave through, and though the Scorpion tanks could climb over the larger stones, a few had become mired in loose gravel, requiring heavy assistance to lift them out.

Fortunately, everything was in place before the leading edge of the swarm made its way out to the waiting guns. As the first changeling emerged from the supposedly-hidden entrance, it froze at the sight of hundreds of the strange ponies that had driven off the High-Commander and his forces, and the monstrous machines that stalked the skies by the dozens and surrounded the cave mouth with a veritable wall of rumbling steel. On instinct, it flashed the sight through the hive-mind in the vain hope that some changeling could do something to save it. This only served to halt the advancing column as the changelings still in the caves struggled to comprehend the firepower before them and how it had gotten there so fast in the first place.

Before most of the swarm could shake off the shock of their sudden entrapment, a set of speakers affixed to one of the Scorpions crackled to life. "Attention invading changelings," they boomed. "You are surrounded by overwhelming force. Send forth your queen so that she may offer your unconditional surrender. We will not ask again."

The lead changeling, seeing a chance to remove itself from the line of fire, ducked back into the cave. Queen Chrysalis was, of course, already on her way, but these new ponies apparently didn't know about the hive mind, so there was a small amount of extra time to formulate a response. The only problem was that there were only two options: surrender or die. If they fled back into the caverns, the killer ponies would pursue with their weapons of fire and death. If they attempted to rush past the forces here they would have to leave their food-ponies behind, and the few who made it out would likely starve.

And so, with a heavy heart, Changeling Queen Chrysalis walked out before the watchful ponies, and bowed down to the tank from which the command had been issued. "You have defeated us utterly, and we surrender before your might and wit. Please, have mercy on my people."

For a moment, the only sound was the multi-toned rumble of engines. Then, the voice behind the speakers spoke again. "Good. As our prisoners, we will need information on how to house you all: Diet, intolerances, and other such things. For now, however, we just need your people to…"

The process of setting up secure housing for the prisoners would be difficult. After all, neither the Equestrians nor the UNSC had had any need to house large quantities of prisoners of war, but if there was one thing ponies as a whole specialized in, it was setting things up fast.

* * *

><p><strong>Author's Notes:<strong> This chapter took longer than expected, mainly because I kept getting distracted by an old computer game I dusted off, and also partially because I've been brainstorming another piece of pony crossover, which I may or may not take up.

And yes, the UNSC ponies just beat the Changeling swarm in a matter of hours. The poor buggers just aren't on the same _scale_ as they are used to dealing with.

Normally, I just ask you to tell me what needs fixing, but that doesn't seem to get much of a response. So this time, I'm also asking what you _like_ about this little bit of crossover. Why do you read my work when there are so many other stories out there that I can almost guarantee are better?

And yes, you should still tell me if I did something wrong, and like and/or favorite, depending on what site you're reading this on. 'Till next time!

Post-revision notes: Little bit added on at the end to clear up confusion.


	11. Secrets Long Hidden

Disclaimer: My Little Pony Friendship is Magic is owned by Hasbro. Halo is owned by Microsoft and 343 Studios. I have no stake in either and seek no profit from this work. This is purely a fan creation.

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><p><strong>Upper District<strong>

**30 November 2551, 2030 MST**

**Canterlot, Equestria**

Recovery from the invasion was going well. Instacrete buildings were already being set up to house the prisoners, and the Canterlot citizens were being freed from their own physical and mental prisons. Interrogation of the changeling leadership revealed that while they could survive on physical food, it was tasteless and bland compared to emotional fair, and within a few weeks, they would begin suffering from the extremely unpleasant symptoms of "Love Withdrawal." Though non-fatal in and of itself, it usually marked a changeling on the edge of starvation anyway, so even Queen Chrysalis was somewhat curious as to what would happen to her swarm afterwards.

As many of the crew was preparing for what sounded eerily like a small country's worth of addicts quitting cold-turkey, "Mr. Smith," whose real name was actually Martin Cheng (not that anyone on the planet knew), was partaking in his favorite pastime: people watching. More specifically, he was keeping an eye on the flow of newly-freed ponies returning to the city while sipping a surprisingly delicious hay smoothie and testing out a bit of magic he had dubbed the Someone Else's Problem field. It wasn't as good as true invisibility because anyone could see that he was there, and it would not affect anyone watching through electronic surveillance, but the people present would be unable to pay any attention to him.

As he scanned the crowd, mentally wondering at how the equines had managed to make _hay_ taste good, he saw something that made him do a double-take and waste a swig of beverage on the ponies immediately in front of him. There, on the edge of a cluster of elderly-looking ponies, was a deep-blue unicorn stallion with a grey mane (probably caused by age, but it was hard to be sure with these creatures) and a cutie mark that seemed to mock the agent and everything he stood for with just how classified it was supposed to be. Staring back at him from the rump of a senior citizen was a Forerunner symbol.

His first thought was that it had to be a coincidence. The glyph wasn't even an exact match, baring swirls and details not present on any known symbol, but despite the intricacies, any competent agent could recognize the basic design. He had been required to store images of them in his neural lace upon his instating as a field agent, and this particular symbol was often seen on the helmets of high-ranking Elite commanders. No, there was no doubt about it. Time to move.

* * *

><p>Sigil Mark barely squinted as he stepped into the fading sunlight, thanks to the clever lighting those strange new ponies had set up along the path out which started dim and got brighter as it neared the exit. Despite having been cocooned and hypnotized for two weeks, he was surprisingly alert, and had noticed the magic-cloaked gentlecolt almost as soon as he came into view. He was about to dismiss the sight as unimportant, when the other unicorn sprayed a noticeable portion of the faculty of the Canterlot School for Gifted Unicorns with hay smoothie, an expression of sheer disbelief on his face. Even as the stranger purposefully approached him, he found it difficult to pay attention, and it took him a moment to realize that it was an effect of the magic. Glancing around, he saw that only a few of the teachers were paying him any heed at all. <em>That is some powerful magic.<em>

The strange unicorn's horn flared as he neared Sigil, and the magic's effect seemed to vanish, though a quick look around showed that it had merely been expanded to include the both of them. After the other unicorns, the only ponies who seemed able to even partially resist the spell's effects, had wandered off, the newcomer spoke. "That's quite an interesting mark you've got there, Mr…?"

"Sigil Mark," Sigil responded, "and I must say it is unusual for a unicorn, particularly one of your apparent ability, to be interested in arcane runes, Mr…?"

"Please, call me Mr. Smith. Let's just say that my people and I have a vested interest in knowing the possible implications, and applications, of symbols like that one," he said, gesturing at the rune that was Sigil's cutie mark.

"Well, then you could not have come to a better pony! I've been teaching Runic Studies at the School for Gifted Unicorns for nigh on forty years."

"_Really_?" the agent replied, hoping to keep the elder pony talking. He was recording the entire conversation, of course, since this was probably the biggest breakthrough in the Forerunner Enigma since the war had started. "Then you _must_ tell me all about it."

"I've got a better idea. I happen to own many books on the subject that I would be more than happy to loan to you."

"Wow, uh, really?" "Mr. Smith" almost stuttered, surprised that his big breakthrough would be as easy as asking for a book.

"Of course! It's my duty as a teacher to spread knowledge. Just make sure you get them back before classes start back up. This invasion has ruined our scheduling, but it shouldn't be delayed more than a week or two."

With a final "thank you," the ONI agent left to pursue his lead, and the elderly teacher went home to check on his belongings, completely ignoring the uninteresting figure walking away, but remembering their interesting conversation.

* * *

><p><em>Ponyville Square<em>

_November 30, 2011, 8:00 P.M. Canterlot Local Time_

_Ponyville, Equestria_

All of Ponyville was in a panic about all of the strange objects that could be seen flying around Canterlot after things fell out of the sky onto the beloved capital. So when somepony noticed one of them heading straight for them half the town locked themselves in their homes while the other half gathered to watch the thing's approach, despite the somewhat late hour.

The metal airship, though not quite as large as most of the sky yachts sometimes seen floating around Equestria, was still more impressive due to its sleek metal body and lack of a visible balloon with which to hold itself aloft. That and it had just made the trip from Canterlot in just over an hour and a half, while their own Friendship Express usually took five to six hours, and even the princess' personal chariots bordered on a three hour flight.

The airship drifted almost lazily down into the square, a wheel sprouting from its nose as two more descended from the rear on long metal beams. These three protrusions, astonishingly enough, held its entire weight as it landed, and the dull roar of whatever magic made it fly faded to background noise. There was a brief pause before a hatch in the back folded open, revealing a mostly-familiar figure.

"Thanks again for the ride," Twilight Sparkle called back into flying machine, her hair bearing only the faintest hints of its natural purple as it waved against the breeze. A gruff voice could be heard farther into the airship, though between the ambient rumble it gave off and everypony's astonishment at Twilight's new appearance, nopony by her could make out what it said. Whatever it was, it did nothing to dampen the spring in the unicorn's step as she strode out into the town, accompanied by three ponies with saddlebags bulging with unknown equipment and strange uniforms that covered their entire bodies from neck to hoof, giving the impression of blank-flanks.

Almost instantly, a commotion manifested in the crowd, working its way forward in a trail of apologies and ponies launched several feet into the air. When the fracas reached the front of the gathering, it continued on in the form of a bright pink missile traveling at an astonishing speed and shouting "TWILIGHT!" Instantly, the purple mare was enveloped in a bone-crushing hug, courtesy of her friend Pinkie Pie. "Oh, Twilight we were so worried when those mean changelings showed up and you stopped sending letters and then all sorts of stuff started falling all over Canterlot! But now you're here and you're okay and you brought new ponies! That means I have to go get my Welcome Wagon and plan a party and Oh this is just the best day ever!" The entire one-sided exchange was seemingly executed on a single breath of air, after which Pinkie dashed off with just as much energy as she had appeared, though the surrounding spectators had enough forethought to leave an escape path open.

As Pinkie disappeared down an alley, one with a dead end, if Twilight recalled correctly, another of her friends, Rarity, managed to work her way out of the crowd. "Twilight, darling! It _is_ you!" She exclaimed as she trotted as close as she dared to the metal airship. She still ended up just over a meter from the rumbling behemoth. "So, who are you… rather overdressed friends?" she asked, glancing nervously at the strange ponies.

"Oh, these are a few of the ponies who brought Princess Celestia back. They're here to-"

"WHAT?!" The new ponies immediately whirled to face whatever had snuck up on them, and even Twilight was startled into turning around. There, hanging out of the airship, was Pinkie Pie. "There are _more_ of you?! This is gonna be the best party _ever_! How many are there? Where are they? What kind of cake do you like?" The barrage of questions ended with the pink mare staring into the eyes of one of the strange new ponies with such joyous vigor that he was forced to retreat back a few steps. Her brilliant blue gaze seemed to drown out the murmuring of the crowd and whining engines, and see into his very soul. After a few moments, Pinkie broke off the stare, dashing back into the airship and shouting "Banana Nut Cupcakes it is!"

Looking into the dropship revealed no clue as to where Pinkie Pie had come from or vanished to. "How did she…?" one of the three began to ponder before being cut off by a "Don't ask" from Twilight.

With Pinkie gone, Rarity trotted closer to the group. She had not bothered trying to interrupt the party pony's antics, but now just _had_ to make herself known to these new ponies, no matter how drably they may dress. "Princess Celestia is back, you say?" she asked eagerly, receiving an enthusiastic nod from Twilight in confirmation. "Oh, this is wonderful news! I simply _must_ do something to my gratitude; to show _all_ of our gratitude." She was on them almost as fast as Pinkie Pie had been, dragging the trio away in that graceful manner that only a true lady can. "First we have to do something about those drab clothes."

"Ma'am, I'm afraid I must obje-" one of the three, a seafoam-green pegasus, attempted to speak, only to be interrupted.

"Oh on, I insist! We simply cannot have such valiant heroes running around in something so concealing and… _beige_."

"Listen, ma'am," the second pony, a florescent orange unicorn, futilely tried to object. "You _really_ don't need to do this."

"Nonsense! I will not have my generosity rejected."

The third pony, a muddy brown unicorn, simply rolled his eyes at his weak-minded companions and slammed his hooves into the road, halting their progress instantly and getting a collective gasp form the watching herd. Rarity immediately looked at him in astonishment. "Listen, ma'am." Though his voice never rose, he spoke with such force that he may as well have been shouting, "I don't care how things normally work around here, but these uniforms are mandatory, and as such are _not_ allowed to be altered in any way." The fashonista seemed to shrink before the reprimanding, but he wasn't done. "In addition, you do _not_ force anything upon military personnel, no matter _how_ grateful you may be. That is for commanding officers only, understand?"

At this point, Rarity was thoroughly shaken, having never expected such a harsh reaction to her generosity. "b-but I was just trying to be nice…" she stuttered, a single, delicate tear rolling out of her watery blue eyes.

"I'm sure you were," the other unicorn responded, his tone softening significantly "but these uniforms are standard issue, meaning we aren't allowed to do anything to them, or have anything done to them, without express permission from near the top of the chain of command. Also, we have nothing but your word of your good intentions."

"Can you not trust a pony on their word?" Rarity asked, her eyes still watery but no longer overflowing.

"Can you trust a changeling to tell you it's a changeling?" he replied semi-cryptically before turning to the other two ponies. "C'mon you two, the library should be nearby. We've got time to drop our stuff off and look over the first spot before it gets too dark."

As the trio trotted away and the crowd dispersed, Twilight moved in to explain a few things to her friend. "Don't worry about them, Rarity. They're just here to start planning some new building. Princess Celestia will be giving a speech in a few days to explain everything, but from what I've gathered, wherever they're from isn't as safe or peaceful as Equestria."

"Oh," Rarity replied. She was about to leave it at that, before remembering what those three had said as they left. "Wait! You're letting those strange stallions stay with you?!" she shouted, causing Twilight to wince.

"Relax. They're only going to be here for a few days anyway, and it's the least I could do to repay them for stopping the changelings. By the way, where are Applejack, Fluttershy, and Rainbow Dash?" she asked, looking around. "I was hoping I'd get a chance to see them."

"Fluttershy and Applejack are probably at home. It _is_ getting rather late you know," the white unicorn said, stifling a yawn. "As for Rainbow Dash… She left this morning to watch the battle, so she should be back by now, but she may have been delayed by something and had to stay the night in Canterlot."

"She should be fine as long as she stays on good terms with the new ponies. Speaking of which, I should go make sure those three know where to put their stuff. Goodnight Rarity," Twilight called as she trotted towards home.

"Pleasant dreams, Twilight," Rarity returned, heading off to partake in her before-bed tea.

Meanwhile, the pilot of the pelican dropship was just now taking off, having shaken off the shock of what he had seen on the troop compartment's camera. _Since when the hell could ponies do _that_?_ He thought shakily, the dropship faltering in the air due to his distraction. _The captain's definitely going to want to see this._

* * *

><p><em>Canterlot Statue Garden<em>

_November 31, 2011, 12:00 A.M., Canterlot Local Time_

_Canterlot, Equestria_

In the dead of night, the statue gardens were usually occupied only by the stony sentinels that called it home. Tonight, however, they were graced with another's presence, the quiet clop of hooves echoing of abstract representations and honored heroes alike, growing ever closer to the one attraction that was neither.

Out of the still air came a noise, little more than a whisper in the breeze, but one which moved unerringly to the only living ears that would listen. "Hurry up, Luna. My nose itches!"

With an exasperated sigh, the princess of the night moved on from the worn statue she had been studying, one who's inspiration she had personally known, and made her way to the statue of Discord. Sure enough, there was a small bird perched on its nose, asleep.

"You know, if you were not such a showoff, the changelings might not have noticed you and fixed your seals," she chided, calling forth her magic. An aura of midnight blue, indistinguishable from the sky above, enveloped the statue. A caustic-green field sprang up to stop the foreign magic, but quickly crumbled before the princess's power.

Suddenly, a canary-yellow toilet brush sprang into existence above the statue's head, thwhacking the offending avian aside and vigorously scrubbing its former perch as a sigh of relief sounded across the garden. With its task complete, the scrubber morphed into the miniature Discord which had been so prevalent around the castle since his second sealing. "Well?" he asked, seemingly oblivious to the glob of bird poo clinging to one of his antlers. "Aren't you going to finish upholding your end of the bargain? I took time out of my busy schedule to harass those changelings for you."

"And you lasted all of two hours before they sealed you again," Luna replied, desperately trying to keep a straight face. "Your aid was minimal; therefore, your reward shall be minimal." Her magic flared again, this time meeting a full rainbow of colors which to not perceptibly yield to her power. The only indication that anything was accomplished was Discord stretching an inch longer.

"That's it?"

"Yes, 'that's it.'" She snorted, turning to leave. "And if 'that' proves too much for your meager self-control, then I shall see to it that you never again bother us." As she flew away, Luna called back to the annoyed draconequus: "Left horn."

Warily reaching up to the indicated horn, Discord stopped dead when his talon sank into the goop on his antler. "Oh, eeww!" he shouted, magically yanking the offending offal from his head and throwing it into the sky, where it soared past a cackling Luna and continued flying until it hit a window on the _Guam_'s observation deck.

* * *

><p><strong>Canterlot Royal Library<strong>

**31 November 2551, 0600 MST**

**Canterlot, Equestria**

During the changeling occupation the royal library had sat relatively unused; After all, few changelings could read Equestrian script. Now, however, the building was bustling with the activity of a dozen technicians working to digitalize the archaic paper volumes. Given the sheer number of texts present, estimates for completion hovered between sometime next century, and the heat-death of the universe.

In one secluded corner of the complex, however, the only noise was the frustrated grumbling of a confused ONI agent. "No, this doesn't make any sense," he said, staring at a textbook and mentally superimposing his own stored images of know Forerunner symbols over the books "perfect" examples of similar runes. "They're close, but some of the angles are off. According to this, the Forerunners were using imperfect runes. But why?" As far as any human could tell, the Forerunners _never_ did anything imperfectly, sudden disappearance aside, so why would they have trouble with magic runes?

Suddenly, Martin stopped dead as he realized what obvious question he _hadn't_ asked. "Where the hell did they find out about magic in the _first_ place?!" He cast his mind back to search for any hint of the answer, but he knew it was in vain. If ONI had found a clue to such a major discovery, they would have jumped on it like a starved hound, but so far, there had been no such effort. Not until…

Not until a heavy cruiser came back manned by ponies.

He frantically tried to remember details about that mission, scouring every inch of his brain. Officially, he had to delete information pertaining to a mission as soon as it was completed, but any true ONI agent would be lying if they said they didn't keep a few details stored in the old greymatter. Given the… bizarre results of that particular mission, Martin had kept significantly more information on-site.

_Let's see… the Forerunner facility was dark upon discovery. Searching yielded the artifact, described as a large, perfectly-cut emerald which glowed gently, but emitted no radiation. The artifact was fitted into a convenient slot in a nearby wall, and the entire facility powered up, leading to the natural assumption._ He ground his hoof into his forehead out of frustration at such a rookie mistake. _What is this organization coming to?_

Returning to the matter at hand, he began compiling information on these runes and their effects into a report for his superiors. After all, not only would this offer insight into the Covenant's capabilities and how to counteract them, it was perhaps the _only_ area in which the UNSC could now decisively outmatch their alien foes.

* * *

><p>Author's Notes: An alternate title for this fic could have been My Little Halo: Aliens are Magic, but that seemed a bit spoilery.<p>

For those wondering, my official stance on canon is, "If I haven't seen it and it isn't out yet, it doesn't exist." I caught a lucky break with that wedding turning out as awesome as it was, but not only do I avoid Season 3 spoiler like a plague, I have yet to read any of the more recent Halo novels and, as you probably know, Halo 4 isn't out yet. So if I accidently contradict something from there, particularly on the Forerunner front, now you know why.

HOWEVAH! If something comes up, like that wonderfully epic changeling invasion, I will try to work it in without breaking the story, but I won't relinquish any future plot points to debunked headcanon.

Also, I've been pondering out another MLP crossover, this time inspired by a single, easily missed line from the movies series that, for me at least, defined epic fantasy movies. On its own, this line is fairly innocuous, but when applied to the context of Equestria… Let's just say any pony-lover would fear for their preciouses.

The reason I'm bringing this up, is that I want your opinions. Should I start now? Or wait until MLH is finished (which will take a _long_ time)?

As always, like if you do, comment if you want, and review if you find anything I should fix. (Does the dialogue seem a bit dry to you? Do I need to work in more scenery details? I don't know. I just feel like something's missing. Maybe I should find a pre-reader…)

Post-revision notes: Just some more minor detailing.


	12. Mourn the Howling Winds

Disclaimer: My Little Pony Friendship is Magic is owned by Hasbro. Halo is owned by Microsoft and 343 Studios. I have no stake in either and seek no profit from this work. This is purely a fan creation.

* * *

><p><strong>Ponyville Library<strong>

**1 December 2551, 1600 MST**

**Ponyville, Equestria**

Despite it being early in the afternoon, the Ponyville Library sat closed and dark. According to the sign on the door, this was due to it being reshelving day, though anypony who had lived in the town for more than a month knew that reshelving day was not until the seventh. The _true_ cause for the early closing could be guessed by anypony who had been in town for more than a week. Unfortunately, the three ponies now approaching the door had not yet been there a full day, and had no idea what they were walking into.

"I think we've found a good spot, eh Mac?"

"Yep. I just wish it were a bit closer to town. The pests are gonna be a bit of a problem too."

"Yeah. I've never seen so many burrows in one place before."

Without really thinking about it, they entered the library, only to find themselves in darkness. But this wasn't your average, everyday darkness. No, this was Advanced Darkness, the kind where you can feel eyes watching you from every angle.

Suddenly, the trio was blinded by the activation of the library's lights, and deafened by the cacophony that followed. "_**Surprise!**_"

_SLAM!_

They were gone before the din of the supposed party-starter could fade, leaving a room full of very confused ponies in party hats.

"What- the hell- was that?" Mac said between gasps, now braced against the library door in hopes of keeping whatever-it-was contained.

"I think- I think it was a party."

"A party?"

"A party!"

"_Gyah!" _All three rocketed away from the pink mare whose head was sticking through the now-open bottom half of the library door, which apparently swung inward as well as outward.

Despite the fearful reaction, the mare continued to beam at them. "Come on in! I threw this party just for you!"

As she began to ramble on about all of the things the party had, the orange unicorn walked warily up to the door and peeked in through the opened half of the door. Inside, he could see dozens of ponies staring back expectantly, as well as numerous colored balloons and streamers, and even a pony-rendition of the classic Pin the Tail on the Donkey game. The central table, which had housed a wooden unicorn bust as big as a full-grown pony this morning, was now covered in various frosted pastries, including a platter piled high with cupcakes.

Seeing nothing dangerous about the gathering, and deciding that there were worse ways to spend a break, he motioned to his compatriots and together they joined the party.

Canterlot had been declared safe enough that Princess Celestia no longer needed a full squad of ODST to guard her, as long as she didn't go wandering across the countryside unannounced, and the squad that had been following her around for more than a month was given some down time. They were almost immediately ordered to "visit" Ponyville to find and question a specific pink mare whose sudden appearance on the camera of dropship F-258 warranted investigation.

The second Pelican to land in Ponyville square was met with significantly less fanfare, only a dozen or so ponies showing up to stare at the strangers disembarking. They wore uniforms similar to the first three, but with camouflage patterns in various shades of green. Though they were given several confused look for asking after Pinkie Pie, they were quickly pointed in the direction of the Ponyville Library.

The "Welcome to Equestria, Thank You for Saving the Princess" party was quickly achieving full swing, and though she was not the guest of honor, Pinkie Pie was still the center of attention. Then, right in the middle of the dance floor, she froze. Her eyes derped in a manner similar to the local mailmare, and her right ear began twitching at a steady twice-per-second beat. This continued for exactly fifteen seconds as everypony watched. The ponies-of-honor attempted to step in and see what was wrong, but were stopped with the shake of a head. After all, one does not interrupt the Pinkie Sense.

When the prophetic fit had passed, Pinkie turned to the front door, her face contorted in fear, and she began slowly backing towards the basement door. Before she could reach her destination, however, there was a knock on the door. "I'll get it!" cried Ditzy Doo, the afore-mentioned mailmare, as she rushed to the door. Through the opened door, everypony could see more of the strange space-ponies talking with Ditzy, but they couldn't make out what was being said. Whatever it was, she responded, "yea, she's right over there," waving a hoof a rather nervous-looking Pinkie Pie.

As the five neared, Pinkie began glancing around for some way to escape, but could find none. "Relax," one of them, a steely earth pony, said. "We just want to ask you a few questions, particularly concerning the stunt you pulled on a dropship yesterday."

"I… uh… I don't know what you're talking about," she stuttered nervously.

"Perhaps a picture will jog your memory," a blue unicorn replied, magicking a small, flat object from one of the pockets in her uniform.

"Wait! Can we not do this now, when everypony is watching?"

"Alright," the rather scary-looking other earth pony complied before turning to address everypony-else. "Okay, everyone! Party's over! You can all go home!"

With a collective "_aw_," the gathered party guests filed out the door, leaving Twilight Sparkle standing awkwardly in the now-empty space. "This kind of _is_ my home," she said in response to the questioning stares she was receiving.

"It's okay, Twilight," Pinkie responded, now a melancholic shadow of her usual self. "You can stay."

Now away from prying eyes, the object was placed on the floor in the middle of room, where everypony present could see it. There was a large button on one side that, when pressed, caused an image to appear in midair above it. Twilight immediately recognized it as the "pelican" dropship she had returned to Ponyville in, and she could actually see herself through its open hatch. _Were they recording me the entire time?_

Before she could become indignant at the invasion of privacy, the image began to move, though far slower than the events had happened at the time. All of a sudden, a misty-white circle formed on the dropship's floor, faster than the eye could see even at the reduced speed of the image. Twilight watched as Pinkie leaped out of the circle- no, the _portal_, which then vanished as fast as it had come. The image then skipped ahead and showed her disappearing through another portal, and was gone by the time a head peered into the ship.

Twilight looked to her friend uncomprehendingly. "Pinkie, what _was_ that? Why haven't you told anypony about this?"

"I can't," the pink mare mumbled, almost too soft to hear. "I promised."

"A promise?" the scary stallion huffed. "That's i-mfhph?!"

Twilight replaced his lips with a closed zipper before he could finish speaking, a scowl clear on her face. With the ignorant one dealt with, she turned back to her friend, who had seemed not to notice the attempted derision. "Pinkie," she said comfortingly, "I know how you feel about breaking promises, but this is big! The first documented case of an earth pony using active magic! One promise, even a Pinkie Pie Promise, couldn't possibly measure up to the implications of it!"

"No!" Pinkie snapped, causing Twilight to recoil back. "It's not just a Pinkie Pie Promise! It's _the_ Pinkie Pie Promise! The very _first_ Pinkie Pie Promise, from which all other Pinkie Pie Promises get their authority. Breaking it would be like breaking every Pinkie Pie Promise ever made!"

Twilight understood, and she knew she could curb her insatiable need to know for her friend's sake. Of the other five, however, four seemed rather annoyed and Pinkie's apparently childish behavior, and only the pegasus looked impressed. "Wow," he said, "That's quite a promise you've got there. How long've you been keeping it under wraps?"

"Ever since I was a little filly," she replied with a small smile.

"Well, you know what the problem with keeping a secret like that is? One slip up, and the cat's out of the bag."

Pinkie seemed confused by this. "I don't get it. Why would I be keeping some poor kitty in a sack?"

_Sigh_ "It's an expression. It means, once information gets out, like, say, a picture of you jumping out of one of your portals," he gestured at the hologram, "It can't be taken back, and depending on the secret, people will keep digging and snooping until the truth comes out. So you can tell us now and get it out of the way, or you can try to keep it quiet and let the investigation worm it out little by little. It's your choice."

After glancing between everypony for several moments, Pinkie was still no closer to deciding. "Can I have some time to… think about it?" she asked quietly. "Alone?"

"How do we know you won't just portal out while we aren't looking?" the steely stallion asked with a frown.

"I promise I won't leave this room until I know whether or not I'll tell you my secret. Cross my heart and hope to fly, stick a cupcake in my eye."

The squad watched curiously as she performed the gestures of her Pinkie Pie Promise. "So what was that?" one of them asked.

"That was the Pinkie Pie Promise! I am now bound to my word until the promise is fulfilled or released."

"So it's kind of like Omar's freaky blood-thing?"

"Hey!" the scary, mud-colored stallion shouted. "That is a _warrior's oath_, not some schoolyard swear."

"The point is," Twilight cut in, "that Pinkie _never_ breaks a Pinkie Pie Promise, or even lets _others_ break them."

"And you can vouch for her?" the leader asked.

"Personally."

"Very well. If she sneaks out, it's on your head. C'mon everyone. Let's go… grab a bite to eat or something. Does anyone have any local currency?"

The library was now quiet and empty, only the party decorations betraying the joyful activity with which it had bustled mere minutes before. With a sigh, Pinkie gazed at all of the wasted supplies strewn about, having used somewhat more than one party's worth of decorations and food due to the special occasion. Well, more special than usual, anyway.

Then her eyes went glassy, and she called out with her mind.

* * *

><p>Upstairs, something stirred. At the foot of a bed, a bulging covered basket shifted. A purple-scaled arm stretched out from one end, a similar leg shooting out the other. With a final groaning yawn, the blanket was tossed aside revealing the groggy form of Twilight's dragon assistant, Spike.<p>

He rolled lazily out of the cramped whicker bed and rose to his full height with a crackling stretch. Staring down at it, he was still amazed at how much he had grown in the past month. He was almost as tall as Twilight, much to her astonishment upon her return. _Pretty soon I might have to get a bed of my own!_ he thought with a chuckle.

Noticing that the library was still and quiet, he assumed that he had slept through Pinkie's party and was left to clean up the remains. However, as he descended the stairs, he heard a faint conversation taking place in the main room. It sounded like Pinkie Pie talking to herself again, but instead of the usual nonsense, it was obvious that there was another side to her dialogue.

"But they have pictures!" she pleaded. "Even if I don't tell them, it'll only take Twilight a few days to figure it out herself, and then she'll tell everypony and the princesses will come take you away and everypony will hate me for keeping you a secret for all these years."

There was a pause as whatever she was talking to replied, and Spike could feel something cold niggling at the edge of his mind. He creeped down the stairs, entering a layer of frigid air that seemed to chill more than just his scales, and pressed his ear to the door.

"Yes, I know! But if we don't tell them, they might not let us explain and there'll be even _less_ of a chance of you getting away." She sounded more desperate than Spike had ever heard her, even while she had been interrogating him during her brief mental breakdown several months ago.

Hesitantly, he brought his eye to the keyhole and glanced into the room beyond. Tendrils of mist clung to the floor, curling about tables, chairs, and a straight-maned Pinkie Pie sitting on the floor and staring at something. At first he couldn't tell what she could have been arguing with, but he quickly spotted what appeared to be a pair of eyes in the fog, glowing the same icy blue as Pinkie's. With that reference point, he could discern the figure that accompanied them.

He barely suppressed a gasp at what he saw. The being resembled a spectral horse nearly as large as Princess Celestia, and it flowed through the mists as though they were one, an impression strengthened by the way it faded to wisps in the rear. Combined with the unnatural cold that had engulfed the first floor of the library, and the nature of the specter became obvious: It was one of the hate-fueled winter spirits known as Windegos.

As he watched, Pinkie rose up indignantly. "No! I'll never break my promise, even if they banish me and throw me in a dungeon in the place that they banish me to. But there's no use keeping a secret that everypony already knows, and if _we're _the ones that tell them we have the best chance of making them understand that you're not dangerous."

_Not dangerous?_ he thought incredulously. _How could a Windego not be dangerous?! They only drove the ponies from their homeland almost two thousand years ago and have been stalking the northern border ever since!_

_But if Pinkie Pie trusts it…_

* * *

><p>"Because they're my friends," Pinkie murmured in obvious response to something the frozen spirit had said. "They're my friends and they trust me to tell them the truth. And if I don't tell them about you and make them find out on their own, they might never trust me again… But if we tell them all at the same time, some of them are bound to believe us. Applejack'll know we're telling the truth, at the very least."<p>

There was another pause as the Windego slumped to the floor. "_Really?!_" Pinkie beamed, lunging at the spirit in an attempted hug as her mane re-inflated to its normal frizziness. "Oh thank yo- _whoa_!" She fazed through it as though it wasn't even there and crashed into the confection-laden table with a clattering _thud_. She resurfaced from the mound of sweets with a small _sqee_, and the Windego let out a raspy chuckle that sounded more like a cough than a true laugh. "Just wait right here. I promise you won't be disappointed!" she called as she dived through the floor and disappeared.

Now alone in the room, the icy ghost settled into the mist and seemed to fade from view, only the icy orbs of its eyes indicating its location. With a gulp, Spike put his claw to the door handle. _If Pinkie Pie trusts this thing, then it can't be _too_ dangerous, right?_

* * *

><p><em>Ponyville Café<em>

_December 1, 2011 4:15 P.M._

Ponyville, Equestria

"You know what I miss most about our situation?" Jason said around a mouthful of Hay Fries. Omar looked up questioningly from his fruit salad, but said nothing. "Steak."

The one word got a collective groan from everypony present except Twilight, who just looked confused.

"Oh man. Don't mention steak, please."

"What I wouldn't give for a juicy Porterhouse right now..."

"With mashed potatoes on the side…"

"All covered in gravy…"

"I don't get it," Twilight toned in, still unable to guess the subject. "What's steak?"

Luckily, before the awkward silence could take hold one of Pinkie's portals appeared on the table, enthusiastically ejecting the pink mare into the conversation. "Hi guys! I'm gonna tell you everything, but first I need my all of my best friends present. Go wait in front of the library, and I'll tell you once everypony is there."

She vanished as quickly as she had appeared, and the uniformed ponies dispersed almost as swiftly. "Thanks for the meal," Kyle said in parting, "but we have to go. Don't want to be late and all that."

"Wait!" Twilight called to their rapidly-retreating rears. "You forgot to tell me what…steak…is…Never mind, I'll just ask later."

"Your bill, madam."

Glancing up at the waiter who had chosen that moment to appear, Twilight noticed the cost of the six-pony meal scribbled on a piece of paper. A meal she was now going to have to pay by herself. After taking another ten seconds to absorb the exorbitantly high price her "guests" had racked up, she literally burst into flames and shot after the now-gone ponies like a comet, leaving a trail of fire in her wake.

* * *

><p><em>Ponyvlle Library<em>

_December 1, 2011 5:00 P.M._

Ponyville, Equestria

Fluttershy was the last pony to arrive, mumbling something about helping some ducks cross the road. Applejack and Rarity were both glancing warily at the five troopers, and Rainbow Dash was still snickering quietly at their slightly-singed coats, having arrived in time to watch the tail end of the rather fiery lecture Twilight had subjected them to concerning proper dining etiquette. Pinkie Pie had, surprisingly, been waiting patiently in front of the door the entire time, preventing entrance whenever anypony attempted.

Now that everypony was there, however, she burst into motion. "Alright, everypony," She called out to get their attention. "I've got a super-duper big secret that I need to tell you all. You've all probably wondered how I do all of the crazy things I do, like popping out of no-where and having my Pinkie Sense. Well, I owe all of it to a good friend of mine, one who's been with me ever since I got my cutie mark, and who, until now, has wanted to stay unknown because he didn't want anypony to hate him or me. But now we've finally decided that he can't stay a secret anymore.

And now, I'd like you all to meet my great friend, Icy!" She threw open the library door, and out rolled a thick bank of fog, obscuring sight of the room beyond of chilling everypony to their core. As the obscuring mist cleared, they all gasped at the scene before them.

Across the room, Spike shivered in a corner, the looming, ghostly figure of a Windego standing between him and them. The moment the door opened, the spirit turned to face the new arrivals, its icy gaze seeming to freeze them in place with the exception of Twilight, who immediately teleported in between Spike and it. "What are you doing here, Spike?!" she shouted back at him while she faced the Windego, horn lowered and glowing with power.

"T-t-t-taking n-n-notes." He replied through chattering teeth, holding up a piece of parchment and a quill, especially enchanted to keep ink liquid in any temperature (to take notes on cold weather phenomena, mostly).

"Are you _crazy_?! There's a Windego in the house! You know? The kind that tried to turn Equestria into a frozen wasteland?"

Suddenly it felt as if a bucket of ice water was dumped directly into her mind, bringing with it a voice as clear as ice._ While the state of my people may be deplorable, rest assured that I at least mean you no harm, Twilight Sparkle._

Everypony except Pinkie seemed stunned by what they were hearing. Windegos were supposedly mindless harbingers of frozen destruction, kept at bay by the Fires of Friendship, yet here was one in the middle of Ponyville, voted the Friendliest Place in Equestria three year running! And it was talking to them!

Twilight was once again the first to recover from her shock, her mind abuzz with questions, one chief among them. "How do you know my name?" she asked hesitantly.

_Did Pinkie Pie not tell you that I have been with her for many years?_ It responded. _I have been watching you all for as long as she has known you._

"Wait just a darned minute!" Applejack chimed in, causing the spirit to turn to face her. "If y'all've been here so long, how come ya haven't buried Ponyville in a blizzard yet?"

Its eyes seemed to dim slightly before it replied. _ As I have said, my people's condition is a terrible one, but due to… unforeseen circumstances, I have been released from the curse which consumes them, if not the one which sustains them._

"What curse?" Twilight asked nearly instantly. "And why aren't you affected?"

_To tell you that, you must first know the story of my people, and of our fall._

_Long ago, long before your princesses had arrived into the world, or even the ponies themselves gathered together in their tribes, my people were not so different from yours now. We were peaceful, living carefree beneath the watchful gaze of our own monarchs, though instead of ruling over the sun and moon, they were princes and princesses of the four seasons: Flora, Princess of the spring and renewal, Sunbeam, Prince of the summer and growth, Autumn, Princess of…uh…autumn… and the harvests, and Galefrost, Prince of the winter and rest. For many millennia, these four governed us with pride and dignity, guiding us to become a great civilization like your Equestria has become._

_What followed are events that you will doubtless recognize, for it bears a striking resemblance to your own history. In the spring, we frolicked and sewed our crops. In the summer, we worked our fields and played in the many waterways. In the autumn, we brought in our harvests and feasted. But through the long winter months, we slept and shivered in our homes, heedless of the effort our wise prince put into his domain. _

_Though as patient as the snow-capped mountains, our neglect slowly wore at him, filling him with envy for his siblings and hatred for us, who spurned his love. Eventually, these bitter feelings consumed him, twisting him into the Frigid Nightmare, a being as cold as ice and as powerful as a winter storm. With dark magics, he overthrew the other rulers a plunged us into a blizzard nearly without end. Upon the lucky, hardy few who survived, he laid a most terrible cure: to never again rest, and to visit his wrath on all who would follow._

_His ire sated, our former prince vanished without trace, and we were left to wander in blind rage, freezing any that fell in our path, until we were halted by the ponies and your friendship. _

_As for myself, I had apparently retained more guile than the others, and managed to sneak through your lands undetected. Perhaps it was a subconscious reaction to glimpse at the future (a fairly common occurrence among spirits) or simply blind fate, but as I was traveling near the home Pinkie Pie and her family, I was struck with a wave of magic from the event you refer to as the "Sonic Rainboom", freeing my mind from its shackles, if not my spirit, and stripping me of much of my power. It was in this state that Pinkie found me, and with her aid and secrecy, I was able to recover. In thanks for her kindness, and for offering to keep my existence a secret, I offered her my friendship, my powers of movement and foresight, and my aid, should she need it, and I have been watching over her ever since._

For a while, everypony was silent, stunned by the tale this spirit had told them. For the native Equestrians, it was because of the sheer coincidence of another civilization suffering nearly the same downfall that had come close to toppling their own, but the former-humans knew a pattern when it was presented in neon lights like this one was.

But though it would certainly be in the report, it was not why they were there. "So," Kyle said, breaking the silence, "Pinkie has freaky ghost powers that manifest as instant portals?"

"And my Pinkie Sense!" the pink pony in question chimed in.

"Right… anyway, the main reason I'm asking is that we'd like to know how we can use this on a bigger scale."

_Impossible._ The Windego "snorted" into their minds. _A pact such as the one I have entered can only be made once, and hardly a dozen of us remained when last I checked. The others have doubtless killed themselves upon the Fires of Friendship by now. I am the last, and my bond is already made._

"Wow," Twilight breathed before jumping in excitement. "This is uncanny! Positively amazing! The last surviving member of a long-dead civilization, and I get an exclusive interview! This has to be the _best day ever!_" She continued bouncing around in joy for a full minute before turning to her assistant. "Spike, get ready to take some… Spike?"

Spike had already taken notes on the Windego's story, and had curled up and gone back to sleep in lieu of listening to it again. Unfortunately, cold-induced lethargy, combined with his natural laziness, caused his slumber to be somewhat deeper than usual, and he simply curled tighter in response to his overseer's calls.

"Maybe we should do this elsewhere. All of this cold can't be good for him."

* * *

><p><em>Royal Throne Room<em>

_December 1, 2011, 8:30 P.M. Canterlot Local Time_

_Canterlot, Equestria_

_Dear Princess Celestia,_

_Today I have learned of a fascinating occurrence which happened many years age, and which proves that the magic of friendship can break any bond…._

Princess Celestia read the letter again, particularly the part detailing the story the Windego had told. This had to be some elaborate prank! The similarities to the tale of Nightmare Moon were simply too blatant! But this was from Twilight Sparkle, a pony who wouldn't prank about such things even if she were capable of the act at all.

It was truly frightening. Not simply the glimpse at what had almost happened to her dear Equestria, though it sent a chill down her spine to think of how narrowly she had, to use a human phrase, "dodged the bullet." The Nightmare, for there was no doubt in her mind that that despicable wraith was a fault, had defeated not one, but _three_ rulers of comparable power to her own. That she had stood alone against it and survived long enough to gather the Elements must have been through some great miracle! And to lay such a curse… it seemed that for every new deed she uncovered, her hatred for that most loathsome of specters only deepened.

She would have to meet this Windego herself, if only because such a pitiful being deserved to know the truth behind its suffering.

* * *

><p>Author's Notes: New personal record! Four-and-a-half <em>thousand<em> words of sheer backstory!

So yeah, a Windego. _That's_ Pinkie's deal. In every fic I've read, the Windegos have been portrayed as villains or footnotes, but I've never once seen one redeemed. I've seen it happen to Trixie, Glida, Diamond Tiara and Silver Spoon, the Diamond Dogs, Discord, Chrysalis, even Nightmare Moon herself! But never the Windegos (and yes, I will always capitalize the name). What is it about the howling horses of winter that no one wants to touch? Is it because they had so small a part in the series itself? Or that they are so greatly based on a horror from our own mythology, to the point of nearly sharing the same name?

Whatever it is, I don't know, which is why I gave them a chance. Admit it, you feel sorry for them now too, don't you?

Or maybe you don't. If that's the case, then I messed up somewhere. Please tell me how in whatever format the site you're reading this on allows. This is also an acceptable way to notify me of other, more minor mistakes, or even to point me to one of the "Windego Redemption Fics" that I just declared nonexistent.


	13. Sympathy and Shadows

Disclaimer: My Little Pony Friendship is Magic is owned by Hasbro. Halo is owned by Microsoft and 343 Studios. I have no stake in either and seek no profit from this work. This is purely a fan creation.

* * *

><p><em>Canterlot Grand Square<em>

_December 3, 2011, 12:00 P.M. Canterlot Local Time_

_Canterlot, Equestria_

Overcast skies loomed over the packed square, though the winter's snows had been delayed until after Princess Celestia's speech. Despite the dreary lighting, the mood that day could only be described as celebratory. And why shouldn't it be? The princess had returned, the changelings were defeated, and the new ponies, scary though they were, had repaired two weeks' battle worth of damage in a few days. All that was missing was the princess's speech to assure them that everything would now go back to how it was.

As the clocks tolled noon, a hush went out over the crowd. Pegasi alighted on clouds and roofs, and foals climbed on their parents' backs to get a better view of the podium at the far side of the square. Listening spells were cast in the back rows to ensure the ponies back there could hear what was said, though even those picked up no sound as everypony waited for the speech to start.

Twilight and her friends were afforded places at the front of the gathering, as befitted their position, and so were among the first to see Princess Celestia as she approached the podium. There was something different about her. The near-imperceptible droop in her wings and head, the way each step seemed an effort to make, the way she looked to the eyes of her people without smiling all showed that she wished to be anywhere but there, or do anything but what she was about to do. Everypony knew their princess was old, having seen her unaging face across countless generations, but now they could see the millennia etched across her face. So startling was the transformation, that Twilight almost missed more of the strange space-ponies following her in addition to her usual guards.

She ascended her platform and gazed once more into the faces of her subjects, now distraught with worry for their princess. "My little ponies, for generation we have basked in an age of peace. Not since the confusion following my sister's banishment a thousand years ago has any outside force thought to threaten us, and left to our own devices, we have flourished. We have lived and worked and played, many of us with no worry beyond our friends and family. These centuries of joy and growth, and the memories that came with them, I would not trade for any price.

"But as happy as these times have been, they are not without a price of their own. With such peace at hoof, I fear we have become blind to the strife they lay beyond our borders. Across the seas, gryphons have warred for power amongst themselves. In the badlands, visible from Canterlot itself, the changelings had been allowed to starve out of sight and mind. And now the humans of the UNSC, the very beings who have returned me to you all, have stood alone among the stars themselves, and for the past _twenty-five years_ fought a force more wrathful and destructive than words alone can describe.

"I do not blame you for this negligence, my little ponies. _Never_ think that I do, for I have been more a victim of it than you. Unlike you, I have known desperation and pain, from the tortures Discord visited upon the olden pony tribes to which I and my sister were born, to the hateful divisions the three races forced on themselves before Equestria was founded, and the malice of a rouge spirit who thought to use my dearest sister to bring ruin to the world. Despite having witnessed these things first-hoof, I had allowed myself to forget that such things could happen elsewhere, are _still _happening elsewhere. This error is mine far more than yours, but it cannot continue uncorrected.

"And so I thank you everypony, present and past, for the privilege of leading you in this peace, but it is time for it to end. We must set aside our contentment, and offer what we can to those who need it, starting with where that need is most urgent: the humans.

"I will be gathering a delegation to send with the ponies that arrived with me, who are in fact humans themselves, though they will not reveal how they came upon their transformation. Luna has been chosen to lead this delegation, but I need ponies with knowledge of magic in its varying forms to join them and offer their expertise. The humans cannot use magic themselves, but this information could prove invaluable to their survival. In addition, I will be allowing them to build bases and structures in and near major Equestrian cities, for your benefit and safety."

"Any questions?"

For the longest time, the crowd was silent. This was not what they had expected at all. They were not going to be able to go back to their quiet peace, and many were ashamed that that was their first thought of the princess's plea for action.

Just as Celestia was about to turn away, a mint-green hoof hesitantly rose above the sea of ponies. "The humans. What do they look like?" the mare asked shyly. Many ponies recognized the voice as belonging to Lyra Heartstrings, a peculiar Ponyville native, though they had never seen her so subdued and uncertain.

"They resemble tall, mostly-hairless apes that walk completely upright, and constantly wear clothing that covers most of their body. From what little I've seen of them, their skin and hair color varies very little naturally, though they often use inks and dyes to add colors and patterns."

"And you said they don't have magic, but that they've been among the stars for decades. How is that possible?"

"Without magic, humans have had to rely entirely on science to advance themselves, and they have taken it much farther than magic alone could ever go. They have actually been traveling beyond their home planet for several centuries." That earned several exclamations of wonder from the gathered ponies, but Lyra looked as though that had simply confirmed her suspicions.

"And what-" She hesitated, as though afraid of the answer she would receive. "What have they been fighting?"

For a moment, it was Celestia's turn to be silent. When she did respond, it was with a voice devoid of emotion. "They have been at war with a coalition of alien races possessing overwhelming technological and numerical advantages. The aliens call themselves the Covenant, and have made it abundantly clear, with the blood of tens of billions, that they will accept neither surrender, nor prisoners" Everypony paled as that number sank in. Tens of _billions_? The entirety of the pony race hardly numbered ten million. To think that for every pony alive, thousands of humans lay dead… It was simply inconceivable!

"That is why," the princess continued, "I am allowing the humans to build defenses and evacuation centers throughout Equestria, and I encourage other nations to do the same. If those monsters were to ever learn of our location, there is nothing we could do to keep them from burning our world as they have done to so many others, but with the help of the humans' technology, some of us may escape and find another world to call home."

"Do not be alarmed," she called, interrupting panicked murmurs before they could take root. "It may never come to that, as the Covenant does not even know of our existence. But should they stumble upon us, we must be prepared to do whatever is necessary to survive. The changeling invasion has been a bitter reminder that friendship and harmony cannot defeat all foes, one we must take to heart if the Covenant ever comes here."

More hooves rose, with questions ranging from the humans' technology and society (which Celestia actually knew very little about) to the nature of the Covenant and the races that made it up. There was even discussion on the militia groups that were being formed against the possible arrival of the Covenant to Equestria, which would be supplied with actual UNSC weaponry and trained by specialists chosen from the soldiers on the _Guam_. Somepony also brought up the subject of possible exchange of goods and knowledge, but such matters were for the delegation to decide.

* * *

><p><em>Canterlot Castle<em>

_December 3, 2011, 3:00 P.M. Canterlot Local Time_

_Canterlot, Equestria_

Celestia's private quarters were as dark as they had ever been, the curtains draw, the windows and balcony doors shut against the snowfall that had started less than an hour before. The only light was a fire in the hearth, into which the sun princess was staring morosely, her face obscured by her slowly-waving mane, when Luna entered. Despite the gloom, she could feel the watchful gaze of five elite soldiers the moment the door opened.

"Tia?" she called when Celestia didn't acknowledge her presence. "Sister, are you sure this is wise?"

"I… I don't know," she responded without looking up. "I don't even know if I made the right choice in coming home."

"How could you think that?" Luna responded, mildly aghast. "In all our years, I've never known you to question yourself."

"I have just committed our people to _war_!" she shot back, whirling to confront her sister with tear-stained eyes. "A war so vast, so terrible, so… so _beyond us_, that I may have just sentenced them to _death_! Am I not allowed to consider that there might have been another way?!" Suddenly her fury vanished and she slumped to the floor, her eyes closed as though in fitful sleep. "When I first returned," she whispered, just barely audible, "when I first saw you and Twilight and everypony fighting for your lives, I made a snap decision. I teleported in without thinking or asking if there was another option, without even warning my new-found allies, and because of that-"

"You saved us!" Luna cut in. "You scattered the changelings and gave us time to regroup, time for your allies to enter the field."

"Three ponies died who didn't need to!" Celestia snapped, glaring daggers at her sister for the first time in living memory. "I could have gotten there nearly as fast. None of you were in fatal danger, there was safer transportation available, and I would have known that if I had waited even ten seconds, but instead, I acted without thinking and killed innocent ponies because of it.

"And do you know the worst part about it?" she asked, looking back to the fire. "I don't even know who they were. I don't know their faces or their names or even if they have any family to mourn them. I've never heard them laugh. I won't see them in my dreams. They're not individuals with hopes and dreams and regrets, not something I can mourn the loss of, just… three ponies. A number. I can't feel anything for a number, and that's what scares. I made a mistake, one that took _lives_, and there's no solid feeling, no palpable cost. Just a number.

"I've seen what happens when I think of death as numbers. Just thinking about the way I acted in the years after your banishment, that aloof tyrant I became… I'm almost thankful for the yeti tribes coming down from the north, and the rude awakening they provided. Since then, I've taken pains to know my servants and guards." Luna could swear she heard the UNSC ponies murmuring inside their helmets, but Celestia was too preoccupied to give them heed. "I offer their positions and rewards personally. I even meet their families and-"

"And that's where you cross the line into 'personally attached.'" Both princesses turned to the source of the voice, Lt. S. Johnson, but were too stunned at the interruption to offer one of their own. "You're obviously missing the point of the ODST if you plan on getting so close to them. It's like we told that Rainbow lady, people don't join us, don't jump into giant metal coffins and drop from orbit onto hordes of entrenched aliens if they want to survive. It takes a very specific type of crazy to do that: Damaged Goods."

"Damaged goods?" Celestia asked hesitantly, not sure if she actually wanted an explanation.

"People whose experiences have rendered them unfit or unsafe for society at large," Omar answered while nonchalantly examining his machete and the stripes of paint along its side, one for almost every color of blood found in identified Covenant species.

"Or maybe people who were never fit for it in the first place," Martha continued. "Take me, for instance. I like blowing shit up, the bigger the better. There's nothing that can compare to watching a space station or megascraper collapse into rubble and being able to say 'I did that! It took millions of man/hours and billions of dollars to make that thing, and I tore it down in minutes, for _pocket change_!'" For a moment, her voice became slightly distant and crazed, and she took a few breaths to compose herself. "Anyway, that pretty much limited my career options to Terrorist or Military Demolitions, and the Innies have notoriously poor job security, so I joined the marines as a sapper and signed up for the ODST at the earliest convenience just to get at all of the cool toys they get. Luckily, by then I had proved that my talents work just as well on alien architecture as human. Heh, damned scarab never saw it coming…"

"The point here," the lieutenant cut back in, "was supposed to be that snap decisions made under pressure _will_ cost lives, and alternatives will often come up after the fact that would have been preferable to the choices made, but a war-time leader, and that is most certainly what you are now, _cannot_ be allowed to dwell on past mistakes, and _definitely_ can't be allowed to let personal feelings affect decision-making. Soldiers, and _especially_ ODST, are resources to be allocated and sacrificed as needed, and any hesitation on account of attachment is a waste of those resources that could cost more lives than acting too quickly."

"Are we not allowed to feel for the lives we throw away?" Luna responded. "Can such selfless sacrifice not mean something to those who order it?"

"On the contrary, a leader that knows the value of a life is less likely to waste soldiers. But if you're asking about the balance between value and attachment, I haven't been able to figure it out either. Just know that when the time comes, you will have to send people to their deaths or find someone who can."

"_If_ the time comes," corrected Celestia. "The Covenant may never learn of us. After all, you've kept your own homeworld a secret throughout this entire war. Surely keeping safe a location that, by your own science, shouldn't exist wouldn't be _too_ much more difficult. But you're right. If I am to lead my people through these turbulent times, I can't let myself succumb to doubt."

* * *

><p><em>Ponyville Militia Center<em>

_December 4, 2011, 11:00 A.M. Canterlot Local Time_

_Ponyville, Equestria_

"_Please_!"

By this point, anypony would be looking at the flat grey walls, the bland, data-chip-covered desk, even the line of ponies still waiting to sign up for a spot in the local militia; anywhere but into the golden, desyncronous eyes currently begging for the chance to join.

"No."

Pvt. Soamns still didn't consider himself a pony, and met what he assumed to be the mailmare's gaze unwaveringly.

"But _why_?!" cried Ditzy Doo, her face contorted in misery.

"First off," he began, fitting one of the chips into a slot on the desk and bringing up a holo-display of its contents, "from your records alone, the last thing you need is access to lethal weapons. According to this," he gestured at the words hovering in the air, "you demolished the town center on three separate occasions by complete accident, including as you were repairing it after destroying it earlier that day.

"But there's also the matter of your eyes."

Most of the ponies in line began to either glance awkwardly about or scowl at Montgomery's insensitivity, but Ditzy just seemed confused. "What about my eyes?"

"Take a wild guess," the soldier deadpanned.

"Is it because they're yellow? It's because they're yellow, isn't it?"

After a moment, he facehoofed. _She can't be _that _oblivious,_ he thought, _can she? Surely someone one this sugarbowl of a planet had the guts to tell her she can't even _see_ straight!_ "It's because they're pointed in _two different directions!_" he shouted.

"Hey! That's part of my special talent!"

"And what would that be? Inebriation?"

"No, that's Berry Punch's talent," she rebutted, pointing at an unsteady purple mare in line behind her. "_My_ talent is not seeing straight."

His head hit the desk with a resounding_ Thunk._ "Out," he mumbled around a mouthful of data-chips. When he didn't hear the sound of shuffling hooves, he glanced up and glared missiles at the defiantly disconnected eyes staring back at him. "You are mentally and physically handicapped to the point of being a menace to society." He stated as coldly as possible. "Leave before I throw you out."

"Not until you let me fight." The instant the words left her mouth, the beleaguered private's horn flared up and ensnared her in deep-grey magic before flinging her out the door.

"Next!" Monty shouted, looking up at the wobbly mare approaching, a scowl clear on her face. "Sober up and talk to me then," he said without missing a beat. "Next!"

He barely dodged the hoof that shot at him over the desk, and leaped at the hapless mare with an eager growl. The scuffle that ensued ended with his forelegs pinned beneath her, his horn bent to a painful degree, and his pride and soft spots thoroughly bruised. "Alright," he wheezed. "I'll pencil you in for close quarters! _Augh_!" Berry bent his horn further out of place. "Wadaya want?!" he cried.

Berry Punch simply pointed out the door, through which Ditzy Doo could be seen disentangling herself from a clay pot, and said "Marksmare."

"Like hell I'm giving that klutz a gun!"

"Trust us," said a brown earth pony waiting in line. "We've known her a lot longer than you have."

"Fine!" he spat. "But if she accidently kills someone, it's on your head!" With a final flick to the horn, Berry released her pin and trotted towards the door.

"Oh," he called as he struggled to his feet, "and you're under arrest for assaulting military personnel." Calling up his magic to seize the purple mare, he instead achieved swimming, black-speckled vision, passing out on the spot.

Looking back at the sound of a collapsing body, Berry Punch snickered before setting a near-empty bottle of whiskey next to Monty's prone form and entering the remaining ponies for their preferred spots in the Ponyville Militia, 'accidently' deleting the footage from the security camera in the process.

* * *

><p>Pvt. Soamns woke up later that evening, suffering from what felt like a hangover and having very little memory past watching a peculiar grey pegasus walking up to his desk. Wincing against the painfully bright light, he opened his eyes, seeing first an empty bottle labeled "Bucking Bronco '59," and then a pair of boots he recognized as belonging to his immediate superior. He didn't need to look up to know what was coming.<p>

The charges of drinking on duty were dropped when literally no trace of alcohol was found in his system.

* * *

><p><strong>UNSC <strong>_**Guam**_

**7 December 2551, 1400 MST**

**Equestrian Orbit**

These humans were truly mighty within their domain. For the past week, the Nightmare had been stalking this ship, and yet it was still hiding in the shadows. The network which spanned the entirety of the craft was already occupied and heavily monitored by a spirit, one doubtlessly loyal to the humans and their cause. The crew was ever-vigilant, watching each other for any variation from the acceptable habits. Even the Equestrians who had just come aboard were kept under close observation, both by the crewmembers and the ship's spirit. Indeed, it was almost as if they _expected_ malevolent forces to stow away. In fact, if its goal was anything beyond simply stowing away, it would likely have been caught many times over by now.

That is not to say that it had done nothing during it free time on board. If there was one thing that it had learned over its expansive time toying with mortal races, it was that multitasking was perhaps the most useful skill ever conceived, a skill that was most certainly put to the test each time it took even a brief glance at the wealth of knowledge stored throughout this craft. Between dueling a dozen passive defenses, keeping a lookout for the many wandering eyes of "Agatha," ensuring that nopony wandered upon whichever terminal it happened to be using at the time, and finally, actually looking at the information it had found, each insight gleaned into the humans' capability felt like a hard-won battle. Truly, these apes were the greatest challenge it had faced since the Cerberan Empire! _And those canids were among the greatest spellweavers in the history of this world, while the humans haven't even begun to grasp at the strings. I will have to deal with them swiftly, or it may be many millennia before I can begin their fall._

Suddenly, a low hum suffused the ship. It felt the world beyond slip away, until nothing existed past the metal walls of the cruiser. It was now only a matter of precisely-calculated time before they arrived at the human fortress-world of Reach. From there, it would be a simple matter of taking control of a smaller, less conspicuous vessel in which to journey to Covenant-controlled space. Perhaps it would even take the opportunity to have some fun with whatever unfortunate souls it happened to bring along for the ride. After all, it had been _such_ a long time since it had had a chance to partake in some good-old-fashioned torturing.

* * *

><p>Author's Notes: In which we learn that ODST do not make good speakers, and Nightmares do not make good houseguests, but the town drunk <em>does<em> make a good brawler.

Oh and that speech? I actually wrote that before the entirety of the previous chapter. Seriously, I wrote that puppy out, realized that something needed to come before it, and got about half way through what became chapter twelve before noticing that it was getting a bit too big for one chapter.

So yeah, the plot moves forward, the ponies gear up, and the Nightmare creeps closer to the means for its end. Keep watching, reviewing, and possibly spreading the word. Feedback is strength, and the more people who give it to me, the stronger I become!


	14. Dark Horizons

Disclaimer: My Little Pony Friendship is Magic is owned by Hasbro. Halo is owned by Microsoft and 343 Studios. I have no stake in either and seek no profit from this work. This is purely a fan creation.

* * *

><p><strong>Ponyville Militia Firing Range<strong>

**10 December 2551 0800 MST**

**Ponyville, Equestria**

The first week of training consisted entirely of weapon and equipment safety. Four days of hours-long lectures, demonstrations, and grisly pictures of the possible consequences, culminating in an exam to ensure that only those who knew how to not accidently maim and kill their allies were allowed to join. A few ponies actually failed the test, among them being the alabaster meatslab known as Power House, and some like Lily, Daisy, and Rose even backed out before then, doubtless intimidated by the sheer power they would be dealing with. Still, by the end of the initial rush, the Ponyville Militia consisted of over a hundred individuals, including all six Bearers of Harmony.

The next phase of training was to get the newly-appointed troops used to the concept of actually firing their weapons at humanoid- and equinoid-shaped targets (No-one could dismiss the idea of the "Equestrian" universe altering Covenant species as it had the humans). This would also get them used to the sound of gunfire, among other sensations associated with modern combat.

But first, there was one final spectacle that everypony had to see, from a healthy distance, of course. Ditzy Doo was, by request, among the first group to use the new firing range, and stood approximately five-hundred meters from the back wall of the facility. Between her and the wall were seven resin figures, made to look like a squad of six grunts and an elite which had, unknown to the trainees, been equipped with a shielding spell. Behind her waited the rest of the group that was supposed to be training with her, as the drill sergeant had insisted that she demonstrate her ability to shoot in a straight line before letting anypony close enough to get hit.

Rising onto her hind legs, Ditzy began slowly flapping her wings to retain what balance she could. Her tongue stuck out, her brow furrowed, and her eyes aligned at the last second before she opened fire. The recoil from the first shot caught her by surprise, destroying her balance and causing her to flail about wildly, firing off six more rounds before finally landing on her rump. Every bullet ricocheted wildly, eventually heading almost straight up.

The seconds ticked by, and the sound gunfire faded.

Just as the drill sergeant made to confront the mare for her wild firing, the bullets began impacting on the range. To the ancient, sacred tune of "Shave and a Haircut," each grunts' head was sequentially shattered, before the elite was crushed beneath the bulk of a bizarre green dragon. Seemingly unperturbed by the hole in its skull, the gem-encrusted reptile gave a confused "bwark!" before waddling off on eight stubby legs, leaving behind a small crater and a _very_ crushed elite-facsimile.

Stunned speechless, everypony watched as the dragon slid into a nearby lake before turning to Ditzy. The mailmare lowered her head sheepishly, mumbling "Sorry about the crater."

The drill sergeant simply sat down. He could tell that his burgeoning headache would have a lot of fuel in the coming weeks.

* * *

><p><strong>UNSC <strong>_**Guam**_

**17 December 2551 1600 MST**

**Space near Reach **

Perhaps the most unnerving aspect of what the humans called "slipspace travel" was the isolation. For nearly her entire life, Princess Luna had been connected to the sky. The moon and stars were her oldest friends. Always listening, never judging, they had seen her through countless crises, even helping to calm her madness during her banishment. They had remained steadfast and familiar when all the world had changed. Those celestial bodies were as much a part of her as her wings and horn, which made it all the more unnatural to see them fade from sight, replaced by the void between worlds.

Uncomfortable separation aside, the journey was uneventful. The crewponies conversed freely with the diplomats, and the AI answered questions on any number of subjects, assuming it was not classified information. Despite gorging on the available information concerning humans and the world they called Reach, the sudden arrival at their destination was without a doubt the most disorienting experience she had had since first establishing her connection to the inhabitants of sky. Since first becoming the Princess of the Moon, Luna had been able to sense the objects which moved about near her home world. Normally, that only included her shining moon and whatever dust and pebbles happened to drift by, though she had glimpsed the looming giants of other planets at the height of her power, and could even trace the sphere on which Equestria lay, after a fashion.

What awaited her at Reach, however, was another matter entirely. The existence of the humans' probe had surprised her, for it proved that mortals could touch her domain. The arrival of the _Guam_ had shaken her, as it showed that they could enter her realm with purpose and force. Reach… Reach _frightened_ her. Even reading about the ships and stations in orbit around the human "fortress world" had done little to prepare her for the sheer size and number present, the massive complexes tethered to the planet with strings thicker than the mightiest tree, the hundreds of warships cruising about, each the _Guam_'s equal at least. This was an extension of the humans' world, and evidence that they could do the same to hers if they so deigned. Best to stay on their good side, then.

Unfortunately, it had been three days since the _Guam_ appeared near Reach, and they were still ordered to wait. The crewponies weren't surprised; after all, they were well ahead of schedule and had just dropped one of the biggest info-bombs in UNSC history, so it would naturally take some time to process the data and verify what they could. It was expected to take weeks for ONI to come up with a way to break the news to the public, and it would be rather difficult to supply the kind of assistance Celestia was asking for until then.

Still, there was company and entertainment to be had, and Luna was quickly coming to enjoy the human phenomena known as Video Gaming.

* * *

><p>Meanwhile, elsewhere in Reach's occupied space, the Nightmare had finally found its target. A single frigate, ironically named the <em>Safe Haven<em>, was scheduled to leave for an ONI station in a matter of minutes to relieve its current defender. Unfortunately for almost all involved, the destination and route of a slipspace jump was determined by the ship's AI, and the _Safe Haven_'s had been surreptitiously burned out and replaced with a malicious spirit with an agenda. Outpost X12 would not be receiving any replacements anytime soon.

* * *

><p><em>South Gate<em>

_December 20, 2011, 2:30 P.M. Canterlot Local Time_

_Canterlot, Equestria_

Despite the talk of war, death, and aliens, the preparations for the Hearth's Warming celebration were just as enthusiastic as ever. Powdery snow was swept from the streets, wreaths were hung and giant candy canes planted, and even the alien ponies were often found humming the ancient carols of friendship (though they often referred to the holiday as "Christmas" for some reason). It was business as usual for the squads with gate duty, however, and it had been uneventful business up until that moment.

Suddenly, the ground caved in perhaps a dozen yards from the gate, leaving a roughly circular hole five feet in diameter. As everypony pointed their guns at the spontaneous new entrance, a broad canine snout peeked over the edge and warily snuffed the air. Apparently not detecting any danger, the remainder of the creature emerged, followed by several others. With one exception, they resembled a cross between a gorilla, a pit bull, and a medieval foot soldier. Metal plates covered their barrel-like chests and heavily-muscled arms. Each head was covered in a small helmet, beady eyes passing a dismissive regard through the slits. Wicked spears completed the ensembles, gripped in the beasts' massive paws with practiced ease.

Among the burly soldiers was another canid, only half as tall as its guard and hunched smaller still by what could be assumed to be age. Faded brown fur could be seen beneath its pitch-black cloak, as could a massive leather-bound tome which it wrapped one gangly arm around. Unlike the calm confidence of the soldiers around it, this elder seemed jittery, almost anxious as it hobbled towards the marines on three of its four limbs. "Quickly!" it called. "I must meet with Pony-Leaders, princesses."

"Stay right where you are," one of the ponies shouted, but the creature didn't seem to notice amid its own mutterings.

"Have to hurry. Dark One is gone, for the first time its eyes are closed. Plans must be made, traps laid for if it comes back, _when_ it comes back. I have to meet princesses n-"

_Bang_! The bullet kicked up a noticeable plume of dirt directly in front of the canid, cutting off its advance and rambling instantly. Now sure that he had the thing's attention, the squad leader said, "You can't just show up unannounced and expect to see anyone, especially heads of state, and _especially_ with armed guards."

The old dog seemed momentarily surprised by the words, but then relaxed with a wheezy chuckle. "Sharp ponies. Good. Good. Must be sharp when dealing with Dark One. Very well then." It jerked its head towards the warriors behind it, and they disappeared back down the hole they had crawled out of. "Still need to speak with princesses though," it continued alone. "Please tell them that I have information they need, information concerning Nightmare and its methods."

"Your request is being sent up the chain of command," the pony-in-charge replied in a dry, mildly sarcastic voice. "We will notify you when and if it is accepted."

There was perhaps a ten second delay before Princess Celestia appeared in a flash of light and immediately teleported away with the creature in tow.

* * *

><p><em>Canterlot Castle<em>

_December 20, 2011, 2:45 P.M. Canterlot Local Time_

_Canterlot, Equestria_

Reappearing in the royal suite in front of five very surprised ODST, Celestia cast an impressive plethora of anti-eavesdropping spells, including one she had recently devised to temporarily disable electronic devices, before turning to the startled diamond dog. "Now you may speak," she assured. "To start, I would like to know your name."

The dog didn't seem to hear her however, instead flipping through his book and nodding to himself. "Impressive. Impressive. Didn't even recognize last one. What was it? Meh, will figure out later. For now, you may- oh, wait. You missed one." He fiddled with the book, and a light flared briefly from its open pages. "There. Pretty sure all of the Shadow Jumpers are in Tartarus, but better safe than sorry. Now," he said, finally turning to the impassively patient princess, "You may call me Elder. Inaccurate, I know, but I haven't used my own name in so long that I'm not entirely sure what it was."

"Very well then, err… Elder. What do you know of the Nightmare, and why have you just now come to me about it?"

"We never told anyone because the Dark One was always there, always watching. Couldn't risk being discovered before, but now Dark One gone. For thirteen days, spells show nothing but Cursed Ones, remnants of old kills. Was hoping current rulers, princesses might know why."

"Thirteen days…" she contemplated before turning an unhealthy shade of white. "That's when the _Guam_ left. It's already at Reach."

"So what's it gonna do?" Omar called from across the room. "Haunt the place?"

Celestia made sure he was recoiling from the force of her glare before attempting to explain. "Imagine one of your 'smart' AIs, able to leave its circuitry at will, capable of the darkest magics, and possessing tens of thousands of years of guile _at least_. Such a thing could do much more than simply "haunt" Reach. It could tear it apart."

"Not as long as princesses live." Celestia turned back to Elder, obviously hoping for an elaboration. "Dark One is tricky, yes, but also vindictive and confident of its own superiority. Always goes about things the same way. First, it picks a race for Wild One, Discord, to torment, as ponies were. Victims are kept awash in chaos magic for generations, until eventually a 'leader' caste comes forth to drive Wild One away, as princesses did. Leaders take charge and lead race to become great, continent-spanning civilization, as princesses did. Finally, Dark One picks leader with most darkness in its heart be it jealousy, despair, or greed. It cultivates these thoughts, feeds them until leader opens its mind to _any_ methods to achieve goals. When mind is open, Dark one enters, takes control, and uses leader's body to channel terrible powers and destroy civilization by fulfilling fallen leader's wishes in worst possible way, as it attempted with the other princess unless I'm mistaken."

Celestia started out nodding, stunned at how accurately he had just summed up Equestria's history, but she quickly shook her head as she recalled one important detail. "But I defeated Nightmare Moon! The Elements of Harmony purged the Nightmare from Luna's body! How does it think it can destroy us if we know it's coming?"

"You did not know changelings were coming, did you? How many other threats can you predict before you miss one, or face one you can't survive regardless? Others have used Elements to stop Dark One's first blow. Its next action is always to find another power and manipulate it into attacking, either with crippling strikes or overwhelming force. The Elements aren't very effective against armies, and useless without channelers."

"Have you seen this happen before?"

"Eleven times," Elder deadpanned. "Not personally, of course, but we have been keeping very complete records of Dark One's activities since our own fall." He smirked at the surprise which briefly showed on Celestia's face. "Yes, we have faced it ourselves. Is interesting story, but not one we have time for now. Suffice to say, our continued survival is a threat to its fun, and it does not take such threats lightly.

"For now, we need to know why it left, if it can return, and what forces it would bring with it to wipe all traces of Equestria from the world."

"It can probably hitch a ride back pretty easily," Lt. Johnson stepped up. "As for the why and with what, I'd wager my retirement on it trying to bring the Covenant here, and I'd be happy to lose."

"What's 'The Covenant'?" the diamond dog asked, sparking another explanation of the humans' position. By the end of it, Elder's coat seemed another shade greyer. "Such blind power… Could not have made them better destroyers myself. It is over," he wept, hobbling for the door. "All of our planning and hiding has been for nothing. The sacrifices of my ancestors and yours were in vain. The cycle will end, the world will burn, and the Dark One will simply go from world to world, destroying all it touches."

"Hey!" All attention turned to Omar at the shout. "I don't care who you are or what you think, but I ain't done fighting yet, and I'm not _gonna_ be done until those alien bastards come down here and _make_ me. Now, I don't know how much you know about these kinds of fights, but I know from experience that as long as you're fighting, there's a chance something's going to come out of left field and save your ass, so all we need to do is send word for reinforcements and hold out for as long as possible."

"And how do you propose we do that?" asked Celestia.

"Simple. When the _Guam_ gets back, we have her drop off every scrap of useful gear and send her straight back to Reach. If Command is smart, they'll send her back to hold the line while they get their shit together, then come roaring in as soon as they have a fleet to do it with."

"And if they can't come up with enough ships to defeat the Covenant?"

"Then we die the only way a planet ought to: kicking ass and taking names!"

"And if the Covenant doesn't actually show up?"

"Then I'd rather have egg on my face than be caught unprepared if they _do_ show up."

Silence filled the room as everyone digested how quickly circumstances had changed. Eventually, Elder chuckled. "You're right, of course. Been hiding too long, we must have forgotten how to stand. Such is the irony of time that those who fought the Dark One tooth and claw would shirk from their final stand. But question remains, how is that stand to be made? Ponies obviously know more of this enemy than I, and of how to defeat it."

"The main thing to keep in mind about fighting the Covenant is to keep. The orbitals. _Clear_. It doesn't matter how, because it's over if their ships get overhead. Next, move everything important underground. That means command centers, evacuation routes, _everything_. This makes them safe from air raids and easier to defend against ground troops."

"Leave the digging to us. It's become something of a specialty."

"Good, good. Now, we just need something in the way of mass drivers. Even the smaller ground-based ones are usually enough to keep their ships from coming to bear…"

* * *

><p>Meanwhile, on the ceiling of that very room, a certain spirit of chaos was fuming. <em>That little wisp! First it never comes to any of my parties, and now <em>this_! Did all our eons of partnership mean _nothing_? Does it think it can just toss me aside like some broken toy_ _just because something else has come along? Well it can just forget about getting any more birthday presents! In fact, I think I'll show it just what happens when you try to annihilate _my_ playground!_

_Just as soon as I figure out how to get the rest of me out of that statue…_

* * *

><p><strong>UNSC <strong>_**Safe Haven**_

**21 December 2551 2200 MST**

**Slipspace, en route to [Error]**

"Self-Diagnostics complete," the voice of the ship's AI chimed across the bridge, causing everyone to flinch. It wasn't that it was any different than usual, but at the same time something had changed. Something was _wrong_ about that noise, something that sent shivers down the spine and rang alarms in the primitive hindbrain despite offering no intelligible reason. It had been keeping the crew on edge since they left Reach, and many were starting to ponder the credibility of rumors of eldritch nightmares living in the void between dimensions. Still, they waited with held breaths for the results of the diagnostics, eager to put some quantifiable source to their unease. Anything they could analyze, they could counteract.

The AI, however, remained silent. "_And_…?" the captain encouraged without response. "Bob, what are the results of the diagnostics? What is wrong with you? With this ship?"

There was another brief pause before the AI finally said "Absolutely nothing," its voice tinged with sarcasm.

"Bob, now is not the time… for…" _Sarcasm? Bob's a dumb AI. It doesn't even possess the emotions necessary to use sarcasm. Which means that that isn't Bob…_

As if realizing that it had been found out, the being that was not Bob began to laugh through the speakers, its voice distorting into something that was barely intelligible through the malicious contempt. "_That's_ what tipped you off?" it cackled. "I've been toying with you all for five days, and it was _sarcasm_ that gave me away?" Suddenly, the all of the screens on the bridge flashed to life with images of cold, blue, snake-like eyes. Black smoke oozed from every crack, settling on the floor like some foul mist, as the horrifying Not-Bob continued. "While it was amusing while it lasted, I'm glad to finally have some real fun with you pathetic mortals before I offer you up to the Covenant."

The last word brought a gasp from everyone. "Th-The Covenant?" one of the crewmen stuttered. "Wh-What would you want with th-them?"

"Oh, it's quite simple really," the mists swirled up around the unfortunate man as they, and not the speakers, spoke. "There's a little planet that I want to see burn, one that is in the process of allying itself with you humans, and if the enemy of my enemy is my friend, why shouldn't the enemy of my enemy's friend be as well? Of course, I don't expect them to just trust me. Even _I_ wouldn't trust me." So intent was the thing in its monologue that it either didn't notice or didn't care that the captain was frantically typing on the key pad at his station. "That's why I'm bringing you along, as proof of-"

"Initiate Cole Protocol Article Three: Imminent Compromise of all systems." The order cut across the room like a beacon, drawing all eyes to the origin. The dark fog shot back into the computers as though it could stop a captain's override from within. "Purge all data set self-destr_augh!_" A blade as dark as the space outside lanced outward from inside the console, impaling the captain through the chest. As he stared uncomprehendingly at the invasive protrusion, lightning flashed up its length, causing it to shudder and fade as the energy swept through the captain's mind and wiped it clean of any information it considered classified.

"Purge complete," a pleasant female vice said.

It dark knife reasserted itself, swiftly extending outward and sticking the captain to the ceiling like a scrap of paper to some macabre tack board. "The information!" the horrible voice howled, once again contained in the speakers. "That was my greatest bargaining chip! You will pay for this defiance."

"Self-destruct sequence innit-Self-destruct charges disarmed. Please send a technician to correct the issue."

"You will not escape me so easily," it chuckled as more darkness erupted from electronics across the bridge, taking the form barbed tentacles that immediately ensnared several crewmen. "First I will make you watch _them_ suffer." One of the limbs swung roughly around, bringing one of the crew face to face with the captain. The man whimpered as spikes dug into his flesh, then screamed as the tentacle contracted, slowly crushing the life from him. "Then," it spat, dropping the mutilated corpse to the floor, "when I run out of others, I will ensure the pain you feel will be worlds beyond what I put them through. And if you are particularly lucky, and if I am in a particularly good mood, I will let the Covenant decide if and how you die.

"But don't be too hasty now. After all, we still have another two months before then."

* * *

><p>Author's notes: Sorry about that last part. This story has a [Dark] tag for a reason, and that thing is called the Nightmare for a very similar reason: It will <em>give<em> you nightmares, and when it's not hiding or plotting, _that_ is what it does. For fun. Don't worry, all the planning in the universe won't stave off that much bad karma forever.

And now the ponies know about the firestorm (read: shitstorm) on the horizon. What will they do to prepare? Will it be enough? How much will they lose regardless? What is up with them Diamond Dogs? What blatant mistakes did I overlook in this chapter (I keep asking because I know I'll mess up eventually)? Should I try submitting this to EQD again? Did that shooting range scene seem kind of forced to you? Stay tuned for these answers and more!

And because I haven't said it for some reason, I want all of you to know that I read every comment and review, and I appreciate every favorite and upvote. Keep it up, and someday I'll have the proud embarrassment of seeing that cruddy little paint doodle in the featured box!


	15. Ties That Bind

Disclaimer: My Little Pony Friendship is Magic is owned by Hasbro. Halo is owned by Microsoft and 343 Studios. I have no stake in either and seek no profit from this work. This is purely a fan creation.

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><p><em>Changeling Internment Camp<em>

_December 25, 2011 6:00 P.M. Canterlot Local Time_

_Near Canterlot, Equestria_

Nothing.

If someone were to ask what Love Withdrawal felt like that would be the response: nothing. It wasn't that it didn't feel like anything, but more that it was a lack of anything to feel _with_; a complete emotional void which provided neither motivation nor direction. Only the higher intellect and basest of instincts remained to keep the body moving, searching for something to fill the hole that should not be there.

The Camp, however, was perhaps the most impersonal facility ever constructed. Grey walls, strict schedules, faceless guards, and food that was considered bland and tasteless even by changeling standards converged to sap whatever feeling one might have had beforehoof, such that even the most frugal of hoarders had long since run dry, leaving a race of empty automatons. That was what Queen Chrysalis saw as she gazed indifferently around the communal meal room: robots going through pre-programed motions towards some unreachable end. _This is what has become of my people,_ she mentally stated. _They wouldn't care if they simply dropped dead. They don't have anything to lose anyway._

At that thought, something happened; something so subtle that she almost didn't notice. In the abyss of her dysfunctional heart, a dim sensation flickered to life. Initially confused by this new feeling, it took a moment to find a proper name for it amongst the dusty annals of her mind. _Pity,_ she eventually settled on. _I'm feeling pity. Pity for my people, obviously, but where could it be coming from?_ Glancing about briefly, she could spot no guards which she might have unconsciously tapped for power. All she could see was her own subjects, all completely devoid of any emotion which she might have taken. The only other being present was…

_Me? But how? Changelings can't produce their own emotions, can they?_ Reluctantly, she let a wisp of this new emotion out, intending to follow it back to its source with her magic. Sure enough, it led back into the region of her body that most creatures called the "heart," but changelings simply called "storage." Instead of heading back out, however, it delved deeper into the otherwise-empty vaults which were supposed to house her ill-gotten emotions.

She traced the trail farther and farther into herself, only stopping when it disappeared into a wall, an unnatural barrier which stood closed around something deep within her. The barrier, which she had never noticed until now, seemed battered and worn, and she eventually found the crack from which the mystery pity sprang. Now curious, she prodded the seal with her magic, wincing as it crumbled further and let another emotion out through the expanding cracks: anger. Anger at the world that had betrayed her people to this fate, Anger at the ponies that had defeated and imprisoned them, and very quickly, not just anger, but a seething rage and whatever had erected this barrier and condemned her to a life of miserable theft.

Perhaps there was a trickle of joy escaping as well, but Chrysalis couldn't help be smile as she grabbed hold of this new resource. As any changeling past the age of three months knew, anger, along with fear and love, helped form the emotional trinity, the three most powerful feelings found in mortals. While it was still not as great as love, and by far the most unwieldy of the three, it was far more than enough to tear down this wall.

Redirecting the flow of energy, she slammed it against the seal, shattering it like a glass vase. All at once, emotion filled her. Sorrow, joy, fear, love, and uncountable other feeling sprang into place as though they had always been there. At first she tried to erect her own barriers to bottle up this wealth of power- after all, they were _her_ emotions, so why should she share them?- but that quickly proved impossible as the power flowed through her, quickly lighting her eyes with magical overflow. Her horn sparked and sputtered in a deep, watery blue that felt more right than the toxic green which had adorned her horn for as long as she could remember.

As her own containment crumbled, the queen abandoned the effort and instead focused on exerting control over the escaping rush of energy, directing it towards and into the on looking changelings. The power lanced through them, straight to their cores where it found more barriers, each one broken in short order to unleash a similar flood of emotions. As the chain-reaction reached its peak, the light could be seen as far away as Ponyville and the raw magic unleashed could be felt across the globe.

Once the glow dimmed away, Queen Chrysalis gazed across her people once more, this time seeing not empty husks or starved thieves, but a race as vibrant and alive as any other, each one overflowing with a lifetime of withheld emotions. _Well this changes everything_, she thought as the changelings' eyes slowly dimmed almost back to normal_. Good. We've been long overdue for some change of our own._

* * *

><p><strong>ONI Testing Facility A-51<strong>

**2 January 2552 1500 MST**

**Planet Reach**

"Increasing output to one terawatt. I repeat, this is a directed energy beam powered to one terawatt, testing against a standard shielding rune at seventh degree fractility."

Due to the nature of the equipment in use, the test was being held outdoors. At one end of a barren field sat a two foot square sheet of Titanium-A alloy, the very same material used to armor warships. What set this particular piece of metal apart from the standard hull tile, however, was the glowing symbol at its center, and the dull-orange field of energy that covered the sheet like the energy shields which had caused so much frustration since the war's inception. The resemblance to that defensive measure was far more than passing, as demonstrated by the beam of angry red light which shot across the range, only to sputter and halt just shy of the plate. A nearby portable fusion plant, attached to the rune as a power source, hummed quietly in effort. Behind its immaterial shield, the rune flared impossibly bright, sparks occasionally shooting from the ends of the many swirling lines.

The stalemate held for several seconds, the sparks of undefined energy jumping off with ever-increasing frequency. The rune itself began to flicker, struggling to sustain itself against the energy it was conducting. Suddenly, it failed, the shield winked out, and the laser spent another couple of seconds trying to vaporize the plate itself before being powered off.

Back across the field, a team of scientists gingerly remover their heavily tinted goggles, glancing between themselves as they did. "Well," one of them said. "Seventeen seconds at one terawatt; that ought to do nicely once it's scaled up to warship-levels."

"Too bad going any higher comes with an exponential price tag."

"At least now we know we don't have to make them out of those crystal matrices. Now _that_ was expensive! Only the SPARTAN II program could afford them, and they were only fractal to the third degree."

"Kind of handy that they could be recharged, though. Once a rune burns out, you have to replace it."

"As soon as we can figure out how to make them at fifty feet across without bankrupting the human race, I'll let you know. Carving eldritch symbols on every ship in the fleet will be expensive enough as it is."

"And we still have no idea how the hell it actually works."

"Who cares? It works and it'll close the gap between us and the Covies. We can ponder the nature of the universe once we aren't staring down the barrel of a gun."

"Amen to that! Now who's up for lunch once we get this stuff packed away?"

Hearty affirmations resulted.

* * *

><p><strong>ONI Press Room<strong>

**8 January 2552 1200 MST**

**ONI HQ, New Alexandria, Reach**

After much deliberating, the Powers That Be at the Office of Naval Intelligence decided upon an unusual display of honesty. They were going to reveal _almost_ everything pertaining to the discovery of the Equestrians. That included the slipspace accident which transformed the crew of the _Guam_, the probe that mistakenly brought home Princess Celestia, the strange capabilities of the four subspecies of pony which was to be explained with some technobabble about "Dark Energy" despite no one knowing enough about dark energy to confirm one way or the other, all culminating in the introduction of Princess Luna who would present Equestria's interests in the proposed alliance. The one subject which would _not_ be brought up, however, was that of the object that they were still convinced was Forerunner in origin.

It was a shame then that the one time they present the truth, the press can't believe it. Sure, they had gotten excited at the mention of friendly non-human intelligence, but many declared "Bullshit" when told of the state of the _Guam_, and others lost interest as the nature of the new species was revealed. By the end of the initial presentation, several reporters had left despite knowing full well that it would likely mean losing their jobs, and others remained simply to see how far ONI was willing to take this bizarre hoax.

_Boy, are they in for a surprise_, the orator thought with a smirk. "And now, it is my honor and privilege to introduce Her Highness, Princess Luna of Equestria!" He gestured grandly towards the security door he had come in through, which refused to open for whatever reason. The resulting awkward silence was quickly interrupted by the muted sounds of dull pounding and a string of curses which would not have been out of place among the works of Shakespeare, all emanating from beyond the still-closed door.

This racket ended with the offending portal being slammed to the ground beneath the front hooves of a rather irate-looking princess. After a few calming breaths, Luna straightened back into her regal posture before turning to regard the stunned expressions of everyone present. "My apologies; the door would not open."

The presenter was the first to recover from her unorthodox entrance. "You were supposed to use the key pad! I told you the sequence for a rea-" Luna interrupted him with a raised hoof, displaying the size and shape which almost perfectly matched the touch-screen keypad that could be heard sparking pitifully just past the broken entrance. "Right… anyway; Ladies and gentlemen of the press: Princess Luna."

Once again, the only sound was the whirring of hovercams."Well, uh, yes she's real," one of the more vocal skeptics eventually stated, "but can she really do magic?"

"Yes _I_ can," Luna replied with a huff. "But I suppose somepony like yourself would prefer a demonstration." Without waiting for affirmation, her horn ignited in a midnight-blue aura which moved to envelope the discarded door. The crowd watched in interest as it rose into the air, then in amazement as it began to change, the metal flowing like liquid but giving off neither heat nor light. Though her eyes were closed to concentrate on the details, Luna could hear the near-silent _tak_-_tak_ of fingers on datapads. _Good, I have their attention. Once I finish this spell, we can move on to more important matters._

As the newsies hastily rechecked the lazy notes they had until then been taking, a form began to emerge from the amorphous blob of material. First a vague shape, then finer details formed from the lump, until the finished product dropped to the flood with a resounding _thud_. "Behold! An exact likeness of myself, crafted from whatever that door was made of. Impressive, is it not?"

It most certainly was. What had once been a dull steel slab now shimmered like moonlight and managed to portray the same regal standing as the princess herself. The face, currently set in an expression of monumental patience tinged with boredom, seemed like it would shift to display any appropriate emotion. Indeed, it probably wouldn't have surprised anyone in the audience if it possessed internal anatomy as finely made as its external façade.

"As you can see," Luna continued, "we Equestrians are possessed of natural abilities which your technology would struggle to match. All we asked in exchange for our aid is protection from your enemies and ours and information to begin advancing our own comparatively primitive technology. While your leaders have accepted these terms and are already taking action to uphold their part, I was hoping to acquire a sense of where the people stood on the matter before giving it my final approval.

"I believe now would be the time in which questions may be asked and answered."

The first question was, obviously, "How does magic work?"

"That is a… difficult question," replied the princess, frowning in thought. "I suppose the most apt analogy would be that of arguing with the universe. One must present power or it will not even stop to listen, and one must focus on one's intentions or details will not function, or worse, function incorrectly. The more drastic one's vision differs from that of the universe, the more power is needed to convince it to change, and the more delicate the inner workings of the spell, the more focus is needed to get them right. Focus can be fine-tuned by practice, but a body can only hold so much power before overloading and external sources must be tapped to surpass this limit. The most common source of power used is emotions, as they are produced naturally simply by being alive, but any other source could theoretically work if focused through a rune; a spell who's details are woven into a symbol instead of focused by the mind-

Someone in the audience noisily cleared their throat, diverting Luna's train of thought from its winding course. "But I digress," she concluded without missing a beat. "Next question."

* * *

><p><strong>Ponyville Militia Firing Range<strong>

**15 January 2552 1400 MST**

**Ponyville, Equestria**

Hearth's Warming had apparently been a calm before the storm, as no sooner had it ended than all militia training was accelerated to an almost frustrating degree. The fact that various construction and excavation projects –some of them headed by diamond dogs, of all things- started at nearly the same time led many to believe that something had happened to convince Princess Celestia that the Covenant was coming, but nopony had thus far worked up the courage to ask. After all, knowing the truth wouldn't change what they could do about it, and they were already doing all they really could.

Which led to today's lesson. Apparently, somepony (probably from the _Guam_) recently developed a new combat spell, dubbed the Magic Machine Gun. It actually only resembled the weapon in its effect, being basic telekinesis taken to its logical extreme. The main body of the spell was a small cyclone of power which would pick up small rocks and debris, accelerate them to lethal velocity, and then release them in a constant stream at the desired target. While most unicorns did not possess the raw power to simply throw objects at such speeds, any of them could apply the constant acceleration to work up to it before letting centripetal force take over. The tricky part was releasing the projectiles in the right direction; that was why practice focused more on control than damage, and why paint balls were used instead of rocks or such.

At the moment, Twilight was on the field surrounded by a humming blur of purple paint. The goggled eyes of other ponies peeked around the edges of portable, paint-spattered barricades. Farther down the field sat a large bull's-eye, also painted in a rainbow of splotches. Twilight opened fire at a shouted command, the stream of paint zeroing in on the target in a matter of moments and remaining on it for nearly half a minute before stopping.

Once he was sure that no stray ammo would be headed his way, the drill instructor trotted out onto the field followed by most of the watching trainees. "Impressive, Miss Sparkle. Most impressive."

For her part, Twilight seemed slightly winded as she turned to face him. "That was-_huh_- quite a workout."

"That's what you get for taking an entire drum of ammunition at once," he retorted. "Most ponies just grab a couple dozen at most. Still, points for accuracy." Looking at the bull's-eye, it was now almost completely covered by a perfectly centered purple stain. "Heartstrings! Go get another target from supplies."

"Yes sir!" The minty mare saluted before trotting off towards the main building. Her demeanor changed once she was alone, however. Very few ponies knew it, but the entire business about the UNSC frightened her. The symbols they used, the vehicles they rode in, all of it clawed at her subconscious, digging up vague memories she had left buried there. Until now she had thought that they were just dreams, nightmares that caused her to wake screaming in the middle of the night well into her teen years, and she eventually forgot about them because they weren't real; they couldn't touch her.

Except they were, and they could.

Now alone in the supply room, Lyra scanned nervously for the bull's-eye targets. Her eyes, unfortunately, had other plans. Falling upon one of the Elite mannequins, they immediately switched to the worst of her memories, more vivid than ever.

The scene was dark, partially silhouetted against a distant blaze locked in the center were two figures, an elite clad in unadorned blue armor, holding a human more than two feet off of the ground by his neck. The human was bloody and burnt; he was missing one arm, and the other desperately flailing, trying to drive a knife through a sparking shield and into the claw gripping him. The ground behind and surrounding them was littered with bodies and burning hulks of metal, and in the distance more alien figures could be seen stalking ever closer.

As the vision played out, Lyra could hear somepony- no she could hear _herself_, but younger than she ever remembered being, crying out for "Daddy," as she was carried away by a strange man. The other human, her _father_, glanced up from his struggle before finally jabbing the knife home. As he fell from the elite's grasp, he snatched something from its belt and threw it back at its former holder, where it stuck and smoldered before exploding like a blue sun. Though he had dived to safety, her dad didn't come back to join her, instead grabbing a pistol and firing at the advancing army.

The remainder of Lyra's human memories were a blur of movement, be it hers, the escape shuttle's, or that of another elite which seemed to form out of nowhere to force its way into the only compartment on the ship which was not packed with refugees: the Drive Room. As trans-dimensional holes tore the ship apart and shunted the pieces across time, space, and the multiverse, she could hear somepony calling to her; somepony she recognized.

"Lyra. Lyra! Come on Lyra, snap out of it!" At the urging of the familiar voice, she climbed out of the delirium and eased back into reality. Taking a deep breath to try to calm her racing heart, she allowed her eyes to flutter open and found herself face-to-face with her marefriend Bon Bon. It was unclear which of the two initiated the following hug, but it didn't take a changeling to feel the love coming off of them.

"I had another episode, didn't I?" Lyra murmured into the other mare's fur.

"Yea," Bon Bon replied softly. "But it's over now. Come on, we still have so training to do."

"Sorry," the sergeant interrupted as Lyra was helped back to her hooves, "but no you don't." Everypony immediately directed incredulous stares his way, until he felt compelled to explain why their friend's sad little quirk barred her from training. "Most of you probably don't know much about it, but I can recognize PTSD when I see it. At some point in the past she suffered some sort of experience that seared itself into her brain, and whenever she encounters some sort of trigger, and judging by where we found her I'd say elites are a big one, she falls right back into the scars. We're lucky we caught it during training. If she had locked up during real combat, someone probably would have died."

They turned back to Lyra, their faces mixing pity, fear, and confusion in varying amounts. Bon Bon was the only one to try to defend her, one foreleg still draped comfortingly over her withers, "But- but they're just foalhood nightmares! They aren't real, are they?"

"I'm not so sure anymore," the shaken mare replied. "Too much of what I see lines up with the humans and their war. Oh, if only I could just show it to you, you'd get it."

At those words Twilight's face lit up before disappearing in the flash of a teleport. She reappeared moments later with a large tome in tow, which she immediately commenced flipping through. "Magic Missile, Mnemonic Enhancement, Aha! Memory Projection! 'This spell causes the target to project a chosen memory onto a nearby surface, where it will play out in its entirety with accompanying sound. Warning: does not distinguish between true, corrupted, and wholly artificial memories.' That sounds like just the ticket. Assuming, of course, that you really want to go through with it."

Lyra glanced around nervously before gathering her courage and giving a firm nod. Pinkie Pie appeared with a bucket of popcorn (enough to share, obviously) and a small camera which may or may not have started out inside a helmet, and the spell was cast.

By the time the image was engulfed by a shimmering hole into a Canterlot alleyway, Pinkie's hair had flattened and she had engulfed Lyra in a teary hug, several of the watching ponies had fainted, and even the sergeant seemed horrified. "Th-that was Madrigal," he muttered, as if afraid to invoke some angry spirit. "I vacationed there once as a kid. And that man… I think I met him once." Everypony still conscious jerked their heads up in surprise as he continued in a dazed, almost wondering tone. "Yea, I remember him now. An ODST stationed on some frigate that was flying overhead. He was a beast on the battlefield, but afterwards… if there was ever a dead man walking, it was him. He took his helmet off once or twice, and you could hear the saddest little tune playing on the speakers."

Suddely aware of the glittering amber eyes locked on his, he reset his face to its usual scowl and made for the exit. "Don't get your hopes up kid. Even if it was him, that was years ago. He's probably dug his own grave by now. All Helljumpers do eventually."

* * *

><p>Author's Notes: Poor Lyra. She spent most of her life trying to ignore a horrible nightmare, only to find out that it might be all she has left of her real family. Why would I be so pointlessly cruel? There's actually a weird story behind that. You see, a couple of months ago, I had a dream which perfectly mirrored the writing of part of that passage, right down to the shirt I was wearing (steampunk ponies, if you must know) and the substitute teacher we had that day. Creepy, I know.<p>

In other news, the changelings are free of their curse, if not their prison (that'll probably follow soon enough), magic being prepared for use on the front lines, and the public announcement of ponies to the UNSC public. Next chapter I plan to stack in a bit more backstory (what _is_ up with them diamond dogs?), then check in with the good captain in a bad spot. Last chapter seems to have been the tipping point over this hole, because all I can see is Dark, Dark, Dark for quite some time (though not Grimdark. Never Grimdark (probably).). I'll see if I can plant some torches along the way, but no promises.

Thank you for reading, and thank you for your feedback.

Arcane Howitzer


	16. Making and Breaking History

Disclaimer: My Little Pony Friendship is Magic is owned by Hasbro. Halo is owned by Microsoft and 343 Studios. I have no stake in either and seek no profit from this work. This is purely a fan creation.

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><p><strong>Equestria Central Command (ECC) <strong>

**30 January 2552 0700 MST**

**Pupeii, Equestria**

Despite the day-long journey and having to wait outside for another hour to ensure that the sun and moon traded places on schedule, Celestia was truly amazed at her first look at the sole diamond dog city on the planet. Seemingly carved from the guts of the planet itself, the vast cavern was packed with structures that, in their prime, would have surpassed Canterlot for purposeful beauty. Columns thicker that the greatest trees stretched from floor to ceiling, the worn ghosts of ornate carvings still haunting the entryways to dwellings built into the stone. Travel ways snaked through the gaps on ancient supports, chipped gaps laying bear a crystalline core which pulsed dimly in places and stood completely dark in others. _Is that what I think it is? A crystal rune across the entire city? How could they power such a thing? Even _I_ would be taxed to keep it active!_

Venturing to the city's center revealed more utilitarian sights. Forges which drew heat from the magma below bustled with thousands of stony-colored canines, as well as a number of ponies overseeing the construction of more modern assemblies, acres of farmland grew various fungi and held strange beasts which resembled pale, stunted elephants, and in the middle of it all stood a mighty complex already caught in the throes of a technological overhaul similar to the one over gone by Canterlot Castle. The main difference was the speed with which the processes had advanced. Though the Canterlot refit had been completed within a week, work here was nearly three weeks behind schedule.

The reason became obvious upon entering the weathered halls. Off to the side of the impressive antechamber, several ponies and diamond dogs sat around a large, card-covered table. "Go fish," one of the dogs grunted, only to receive scowls from most of the ponies.

"There's no Go Fish in Texas Hold 'em you idiot!"

"_Ahem_."

The table visibly jumped as ponies whirled to attention. "Princess Celestia," one of them said. "We were not told you would be arriving anytime soon."

"Consider it a surprise inspection," she replied, eyeing them coolly. "One in which I am rather disappointed. Would you mind explaining why you and your people are not working, despite being weeks behind schedule?"

"Ma'am, with all due respect, we don't have anything to work _with_." Celestia arched an eyebrow, inviting him to further explain. "The people in the Industrial sector are working around the clock to get production facilities up and running, but they're still building the tools to build the tools to _build the tools_ to make what we need here, and supplies from the _Guam_ completely dried up last week. Until she gets back with more there's nothing we can do." He offered an apologetic shrug, but Celestia remained impassive.

"And how _are_ those production facilities coming along?"

He relaxed slightly, glad to have good news to report. "Much better than we'd initially thought. The diamond dogs already had some fairly advanced workshops and knowledge of mass production and interchangeable parts. Once we showed them how our weapons worked, they just took off on their own. Various calibers of ammunition are already stockpiling, and we can expect the first of the old-style guns for the dogs and griffons to roll off the assembly line sometime next week and hoof-operable weapons next month."

"Good." She nodded in approval. "Now, the real reason I'm here is that Elder said he had something to show me. Could you take me to him please?"

One of the diamond dogs stood and motioned for her to follow before padding his way to one of the many arched passages leading deeper into the complex. Celestia obediently followed him through a maze of forking hallways, amazed the he never once glanced at a sign despite the seemingly-arbitrary twists and turns his path took. As the stone tiles passed under hoof, worn so smooth by time and padded feet that they often blended together, she occasionally caught sight of more veins of crystals pulsing brighter than the branches outside. In fact with every new gap in the covering the power shone brighter still, until, by the time she finally found Elder waiting in front of a massive steel door which the others had not yet labeled, it was bright enough to light the halls without assistance.

Noticing Celestia's arrival, his wizened face lit up considerably. "Princess! Glad you could make it. There is much to discuss, much you should know about ally and enemy both."

"Well with a message as cryptic as yours was, how could I stay away?" she replied in a lighthearted tone, as close to a chuckle as she had come in weeks. "What do you want to tell me?"

"Not tell, show." Elder placed his paw on the door and pushed, the massive barrier swinging inward to reveal a brightly-lit chamber covered in all manner of arcane circles. "Will let Him do the telling."

Celestia was about to ask what "Him" Elder could be referring to, but the question caught in her throat when she realized that the room was not unoccupied. Six blue eyes regarded her curiously from atop three distinct heads, and three sets of sharp, erect ears shifted forward to match them. A coal-black pelt covered its muscular body, its immaculate sheen interrupted occasionally by vicious scars. The trio of long muzzles let slip no sign of slobber or fang, even as the awesome beast stood and turned to give the princess its full attention.

"A cerberus," she whispered in wonder, having recovered her voice before her wits. "But I thought the only cerberus was guarding Tartarus."

Much to her surprise, the cerberus gave off a low chuckle weighted with bitter sadness. "So, Little Brother finally succeeded," it said in a voice as ancient as the mountains, "and his is the name of our people. Such terrible jokes time plays on us all."

The next words to leave Celestia's mouth she would forever remember as the worst faux pas she had ever had the misfortune of making. "You can _talk_?!"

It laughed again, in true amusement this time. "Yes. Simply because one of our number is fled of his mind does not mean we are all mere animals."

"So there are more of you?" the princess ventured, still blushing from the embarrassment of her tactless mistake.

"There were. Three, my brothers and I totaled. I am Freedom. The youngest, whom you have already met, was known as Guidance in his youth, but later took up the moniker of Dominion. Finally there was Compromise, the eldest and perhaps wisest of us. Together we built the Cerberan Empire and maintained it for nearly ten thousand years, until…"

"The Nightmare came," Celestia finished for him.

"I'd heard that you had heard this tale before."

"Far too often for my own comfort, I'm afraid. It seems like I can't turn around without finding a poor soul suffering from its cursed touch."

"Indeed, I have been forced to watch those same beings fall, and many more besides, without moving to intervene. Do not mistake me Celestia," Freedom warned as the alicorn made to berate him for abandoning the world. "I would have liked nothing more than to confront the beast in open battle and cast it down as it so deserves. Each fallen kingdom it leaves feels like a betrayal of everything I sought to stand for, and each free soul cursed or killed seems as blood upon my own paws, but if such a battle could be won through force or treachery we would not be having this conversation."

"Did you even try?" Celestia questioned, not quite willing to admit that she was searching for some way to blame the ancient emperor for simply letting the cycle of torment continue.

"Yes. When the Nightmare came for my people, it did so just as it did all others: by corrupting and possessing a leader and using him, her, or it to slay any competition it may face. Fortunately, Compromise sacrificed himself to allow me to escape and rally our armies against the threat. What ensued was ten years of brutal, futile warfare against the dark hordes which seemed to spawn from nowhere, but were in fact past victims twisted into machines of war. Every force we fielded was beaten back, every trap we laid failed or was simply absorbed by the opposing forces, and soon even our own fallen troops became fodder for the dark armies.

"As it became obvious that we could only delay defeat we constructed the safe-haven you now stand in to house what was left of our civilization and attempted one final snare to remove as much of the taint as possible from the world; a spell so cunning and powerful that it tore away part of the Nightmare's being as it fled, using it and the shattered remnants of my brother's mind and soul as fuel and sustenance for the prison in which most of its horde remains trapped to this day. You know of the prison as Tartarus and the empty shell of my brother as its guardian Cerberus. You also know of the descendants of my people as the diamond dogs, though they bare only a passing resemblance to the proud soldiers and artisans I once knew."

"You managed to drive the Nightmare back and you let it _escape_?" Celestia shouted indignantly.

"I had no way of knowing if it had more forces lying in wait. If I were to reveal myself at that point only to blunder into a trap then the entire war would have been in vain." From the tone of Freedom's response he had obviously been going over the same subject continuously for however long he had been down here. "By the time I realized the error the Nightmare had already recovered much of its former strength and would have needed no tricks to claim final victory. It was then that I set myself up as a watcher, scrutinizing and recording its every move and biding my time until an opportunity arose.

"And if what you say is true, this may be our _only_ opportunity. The humans claim we have two months at most to prepare, and there are still agents of the Nightmare at large in the world. The Elements of Harmony may free some from whatever curse binds them, but others will have to be imprisoned… or executed."

"Executed?" Celestia parroted. "But I thought you said they were victims. They need help, not a grave!"

The great canine snorted a billowing _harrumph_ before turning to one of the magical runes of the wall. "While it is true that some have been twisted beyond all hope, it is not they to whom I was referring." He placed a massive paw on the rune, causing it to shoot out several sprays of color which each coalesced into a strange and terrible figure. "There are those who follow the Nightmare willingly in exchange for power, longevity, and other gifts," he continued, regarding three of the illusion with open disgust: a red-skinned centaur, a decrepitly ancient ram, and a skeletally thin, pale, faceless stallion that seemed to fade and waver even as a still image. "They are the most dangerous creatures on this planet now that their master is gone, and they will be made even more so once it returns. This cannot be allo-"

"I'm sorry for the interruption," called a copper-colored unicorn, garnering the sudden attention of both great leaders, "but since the good princess forgot to take her comm unit, someone had to come tell her that the _Guam_ just returned. Should we go ahead with the plan?"

Looking back to the foul beings which willingly follow her sworn enemy, a plan sparked in the solar princess's mind. "No," she said. "First tell them that there are certain foreign powers that need removing, for the good of the world of course. Then we can move ahead with our preparations."

* * *

><p><em>Castle Midnight<em>

_February 1, 2012 8:00 A.M. Local Time_

_Hayseed Bog, southeast of Equestria_

Exposions rocked the ancient battlements, shattering gargoyles even as they made to engage the metal ships which were suddenly descending on Tirek's looming fortress. Stone and black ichor rained onto the courtyards and balconies, and the rumbling reached even the deepest sanctuary. As the ships landed and loosed their equine cargo, mighty golems activated only to fall, their stone and steel no match for high-velocity projectiles and explosive missiles brought to bear on them.

From his throne, Tirek watched stunned through arcane mirrors at the destruction which had befallen his home so suddenly and completely. He saw the great doors of the castle, built and enchanted to withstand a dragon's rage, buckle in a powerful blast and shatter before a second blow. He witnessed the first of his traps, both magical and mundane, claim but a handful of the intruders' lives before being rendered impotent by their cunning. By the time they reached his throne room, he knew only one thing.

It was over. Though he roared black flame at the invaders, he knew he could not win. Though he spat dark curses at his fate, he knew he would not survive. Though he did not feel the bite of their arms, he felt death, his most hated foe, take its long-overdue toll.

And so, Castle Midnight, which had stood for uncounted millennia as a bastion of hate, fell over, burned down, and sank into the swamp.

* * *

><p><em>The Black Forrest<em>

_February 1, 2012 1:00 P.M. Local Time_

_Far south of Equestria_

Fear.

Long had Der Groβmann relished in it. Never had he thought it would turn against him.

When the strange ponies appeared in his domain, he thought it a chance to ply his sport once again. Weaving illusions of sight and sound, he led them in circles, haunting their steps from just beyond sight to soak in their terror. The first warning should have been when they did not succumb as they should have, but there had been many a brave knight who showed similar nerve only to break at the sight of his supposed quarry. He simply revealed himself in all his unnatural glory, exerting his maddening powers to warp them into proper submission.

And they _shot_ him!

Feeling true pain for the first time since his pact, he took one look at the unflinching faces before him and fled. Now running through the forest like the ghost he made himself to be, with only a thin trail of foul ooze leaking from the wound to mark his path, he could hear pursuit from all sides. He had not known there were more parties stalking his wood, and he could only weave around them in desperation.

Suddenly, he broke through the brush into a glade he knew all too well. This was the clearing he would drive his victims to before finally ending them, the grass was still stained with their blood. The sound of rustling shrubbery made him whirl first right then left, then in a full circle, shadowed figures meeting him with every turn. He was surrounded, cornered in his own killing field.

And so the Pale Hunter became the hunted and died in his own trap, consumed by the very thing he sought.

Fear.

Across the world, similar scenes played out. Unaging tyrants and foul relics fell to the storm of steel, ancient cruses were lifted at last, and for the first time since the Nightmare first formed at the dawn of the world, there was true peace.

Unfortunately, everyone knew the peace would not last and they swiftly set about preparing for the coming war.

* * *

><p><strong>Covenant Assault Carrier <strong>_**Crucible of Faith**_

**14 February 2552 1900 MST**

**Orbit above Jericho VII, Lambda Serpentis System**

Fleetmaster Arga Quramee smoldered in his command seat. Despite knowing the Prophets' word to be unquestionable, he resented the position he now occupied. Not the title of Fleetmaster, of course, for there were few honors which could have matched it. It was the planet he was tasked with guarding, already rendered lifeless by the assault fleet which had taken it years ago, and the Jiralhanae clan he had been placed in command of. Oh he was sure the brutes (a fitting term, despite originating from the verminous humans) required oversight, as they represented one of the few "traditionalist" clans to survive the species' induction into the Covenant, but to have his own Sangheili outnumbered nearly three-to-one by the savages seemed a deliberate slight.

His wishing to join the great armada in its assault on the recently-discovered human homeworld (For how could a planet as heavily defended as the probe reported possibly be anything else?), where he would place his own mongrels on the front line to die, was interrupted by a beeping console and an announcement from one of his command staff. "Contact, Fleetmaster! We have detected human frigate exiting subspace in the system. It appears to be… alone."

_Excellent_, Arga thought. _An opportunity to exercise my frustrations._ "Charge the plasma cannons. We shall deal with the fool per—"

"Sir, incoming hail! It's coming from the human ship!"

_Even humans couldn't be so foolish as to try to surrender, could they? _"Humor them. Perhaps they will let slip some worthwhile information as they plead for their miserable lives. Not that they will receive mercy regardless of their offerings."

Turning to the holo-display as communication with the lunatic humans was established, the fleetmaster was visibly shocked by the sight awaiting him. The figure on the screen was composed almost entirely of billowing black clouds through which walls and consoles covered in drying human blood could be seen. The only definite features visible were a pair of piercing azure eyes and a mouth grinning with teeth like obsidian razors. Somewhere outside the field of view, a human could be heard screaming in torment, though the wails quickly subsided into mere whimpering.

"Greetings," the dark creature hissed, the noise somehow striking a chord of fear in the warrior's heart. "I have come to you, at great personal risk I might add, to enlist your aid. You see, a particularly bothersome foe of mine has recently allied itself with the humans you so detest, and I find myself in the unpleasant situation of being unable to resolve the situation on my own. You, on the other hand, lack only a means of finding your new foe, means which I possess."

_What blasphemous cretins would dare stand against the Holy Covenant, much less alongside the _humans_?!_ Indignation overcoming his fear, Arga narrowed his gaze at the specter. "Lead us to where they hide, that they might know the error of their heresy." The black grin widened further, revealing more vicious fangs before winking out of sight beyond a severed signal. "Broadcast to all ships," he ordered. "Do not fire on the human ship. It contains valuable cargo, and I will take the hide of anyone who damages it."

* * *

><p>Since the docking ports on human and Covenant vessels would require significant alteration to properly mesh, the <em>Safe Haven<em> was allowed the unique status of being the first human vessel to enter the hanger bay of a Covenant Capital Ship whole and unmolested. Gravity tethers seized the frigate and moved it to directly above a large embarkment/disembarkment platform which currently housed an impressive honor guard led by the fleetmaster himself, though in truth they were present to engage their strange guest should any deception be suspected. Tension was high as many present wondered what could possibly warrant suffering a human warship to survive, let alone enter this bastion of the Prophets' will. As the frigate's rear platform reached the floor, however, many actively gripped their weapons and some even took hesitant steps back.

The dark cloud, far more menacing in person than any video could have conveyed, drifted purposefully up to Arga, roughly dragging a figure hardly recognizable as human. Flesh suffering from every conceivable condition, from horrid burns to chipping frost to festering rot, hung in tattered strips from bared sinew and bone. All of its limbs were bent at painfully unnatural angles in far more places than they had joints, and the ribcage had somehow been completely removed, offering the morbid sight of human biology at work. The face was scrubbed down to a gleaming skull, though the eyes, for some reason, remained untouched and gazed back at the sangheili with what he could only guess was some forlorn hope. That the creature remained alive in such a state had to have been some twisted miracle, doubtless orchestrated by abomination which now held it, and he found himself pitying it as the epitome of physical suffering.

"By the Prophets, what is _that_?"

"A prisoner," the aberration replied as if saying it were some mundane insect. "He's yours if you want him."

Arga strode up to the tortured soul and, drawing his energy sword, lopped its head off in a single clean stroke. The bloody organs shuddered to a halt. "We do not take prisoners," He said, channeling through the words his disgust that anything, even a blasphemous pest like the human, would be made to endure such suffering.

Still the thought of the glory of having his own world to burn, and of removing an ally of the humans', outweighed his caution in dealing with the monster which committed such depraved violence. After all, he could always kill it once its usefulness ended.

"Now, lead the way to our enemy, and we will be the instruments of their holy destruction."

* * *

><p>Author's Notes: A new writing process was implemented about half-way through this chapter, allowing me to complete it in a single day. Is it better than usual? Worse? Pretty much the same? Does the faster update make up for it? Personally, I rather like the results.<p>

I've never actually seen any of the older generations of pony, so the only thing I know about Tirek is what he looks like, his status as a Big Bad, and the fact that he lives in some place called Castle Midnight (he does live there, doesn't he?).

Credit for the little bits of Slender Lore goes to FIMFiction author Journeyman, who offered it in a comment on the ninth chapter of his wonderfully dark Minecraft crossover, My Little Minecraft: At the End. The name and location given here are, supposedly, those of the actual, _original_ legend. Yes I know there are other sources to find that information, but that is where _I_ found it, so that is where I shall direct credit.

Also, sorry if the description of the poor nameless captain was a bit too much for you. Hell, it was too much for the _elites_, but I like to consider it a defining character moment for both the Nightmare (as if you need more reminders of that thing's character) and Fleetmaster Arga. Even fanatically genocidal alien glory-hogs have standards. Very loose standards, but standards all the same.

Thank you all for your feedback, and for sticking with me for so long. Soon we'll get to the part that inspired me to write this tale in the first place: the Battle of Equestria.


	17. Armed for Wrath

Disclaimer: My Little Pony Friendship is Magic is owned by Hasbro. Halo is owned by Microsoft and 343 Studios. I have no stake in either and seek no profit from this work. This is purely a fan creation.

* * *

><p><strong>Covenant Assault Carrier <strong>_**Crucible of Faith**_

**14 February 2552 1930 MST**

**Orbit above Jericho VII, Lambda Serpentis System**

As not even Fleetmaster Arga had been able to muster the courage to witness for himself what other torments the self-proclaimed Nightmare had wreaked upon the unfortunate crew of the UNSC _Safe Haven_, the frigate was unceremoniously shunted from the _Crucible_'s interior and used as target practice for the point-defense turrets. The demonic fog seemed almost disappointed as it watched the tainted hull disperse in a cloud of cleansing fire through one of the bridge's view screens.

"What a shame," it muttered to itself. "It's been such a long time since I've had so much fun."

"Listen well, horror," Arga growled, wavering only slightly when that terrible face materialized in the mist. "I do not know how you normally conduct yourself, but vermin like the humans deserve efficient extermination, nothing more and nothing less. They are to be spared death only to gather information, and only until that information is gained. Torture is acceptable only as a means to that end, and is by far the most dishonorable method available. To preserve any life for the sole purpose of inflicting pain on it is an act of depravity beyond even the Jiralhanae's savage morals. You will do well to mark that I will tolerate no such acts under my watch, and will suffer your foul presence only as long as you are of use.

"Now make yourself useful before I change my mind."

Through the rant the Nightmare wore a bemused smirk, as though humored by the fleetmaster's naïve arrogance. At the final order it drifted over to one of the command consoles, much to the terror of the Sangheili stationed there, and forced its way into the electronics, the glinting blue eyes staying fixed on his until the last moment. "I've set your ship to travel to our enemy's planet," it announced over the speakers, the familiar electronic undertone dampening the menace ubiquitous to its every expression. "But I feel like I should warn you of something first. When the humans arrived they had been transformed into a native species, and I can't help but guess that something similar will happen to you and your compatriots. In fact…" There was a brief pause as the Nightmare performed some new function with the ship's computers. "There. I've added a quick detour to the journey that should give you all plenty of time to get used to whatever affects you may suffer."

"Also." This time the voice came not from the speakers, but from directly behind Agra, and he whirled to face the billowing smoke which had manifested from an unoccupied station there. "I have an experiment that I would like to run on your person," it offered in an eager tone. "It _is_ somewhat invasive, but if it works you will find yourself much better off than otherwise, and failure will leave you no worse for wear." The black haze surged forward, engulfing the surprised fleetmaster before he could act. There was a sudden pressure in his mind, insistent but not overpowering, like it was simply waiting for something. "All you have to do is let me in," the cursed voice said, now so close that it was as if it was in his head already.

"Think about it," it whispered in his ear, in his mind, now a voice of seduction and promise laden with magical influence. "I can give you power. All the power you would ever need to take all the glory you could ever want. Power beyond mortal dreams to do with as you see fit, to punish those who wrong you and destroy those you hate. I can make you a _god_."

At that word, he broke. The Prophets often foretold of the Great Journey, of following in the Forerunners' footsteps and ascending to godhood, and here he was being offered the very thing his entire civilization had been seeking for countless generations. Never mind that it came from a serpent's tongue, for in his clouded thoughts he only saw the end result: that he would be the first to take the Great Journey, and use his powers to purge all blasphemy from the universe so his brothers might follow unhindered. "Very well," he said as if in a daze. "Do as you wish."

At his submission the Nightmare moved in, filling his mind and body like the fires of Damnation, always hungry and blackening all it touched. Yet despite the presence he felt no more powerful than before. _There is no cause for suspicion_, it said in his mind, very likely reading his thoughts as they formed. _If my guess is true, then whatever force determines your new form will detect my presence within you and give you a suitable body. All that is left now is to take the Journey._

Arga turned without hesitation to his officers, too focused on his coming reward to notice them flinch away from his now-azure gaze. "Spread the order," he commanded, oblivious to the disturbing echo of his guest woven into the words. "All forces are to return to their respective ships immediately and prepare for departure. We move as soon as possible, and on the path our guest has provided us. Also, all troops are to suit up. What you wear into subspace is very likely what you will wear into battle, weapons included." The other Sangheili hurried to obey, confused but not wanting to invoke the wrath of their possessed leader.

There was some opposition to the orders, mostly that it went against the will of the Prophets, but it was quickly quelled with news of the glorious target circumstances had offered to them and them alone. At the appointed time, all five supercruisers, eight cruisers, and eleven destroyers, all filled with fanatical warriors eager for battle, linked themselves to the flagship's computers and followed it into slipspace. Only one among them was not surprised when the drives immediately cut off and brought them into an empty region of deep space immeasurably distant from the system they could almost still glimpse behind them, though that was far from the first thing on anyone's mind.

The pain Arga experienced, though brief, was excruciating. It was as if his body was being torn into molecule-sized pieces and forced to mold around an alien core, with not quite enough material to form the whole creation. What flowed into the empty space, however, more than made up for the unpleasantness: power, as pure and as dark as the vacuum of space. It was so exhilarating that he could not help but chuckle once everything settled, even as he heard the groans of others who had also been caught off guard but did not receive the boost as he had.

Once the rush wore off, Arga began making sense of his new form. It was a quadruped, much to his initial dismay, but that faded as he recognized _what_ quadruped it was. Razor-sharp claws flexed at the end of his lean, muscular legs and thick, jet-black hide covered him from the tip of his arrow-like snout to the end of his powerful tail. His mandibles, mostly unchanged beyond bearing stronger muscles and sharper teeth, clacked in surprise as the name of the beast surfaced from his memories: the Sanglatronis. More commonly known as the Sangheili War Beast, these creatures used to be used as battle mounts by the ancient Sangheili before mechanical alternatives became available, and were still kept as pets and status-symbols by the upper echelon of Sangheili society, supposedly for how dangerous a wild specimen was and how difficult it was to train them to not kill their masters on sight. Sadly, that lethal instinct had long since been culled from the domestic stock in favor of obedience.

_But not us,_ he thought with a predatory grin as he watched his flag crew pick themselves up on their new limbs. _We are still killers at heart._

_I'm glad to hear it,_ the Nightmare interjected itself into his thoughts. _And might I add the experiment was a complete success. You truly appear as a god among beasts._ The invasive spirit suddenly sparked life into a new area of the fleetmaster's brain, and his vision swam as an outside point of view was inserted alongside the original. He quickly realized that he was looking at _himself_, and he couldn't help but be impressed… and intimidated. In addition to the stark contrast between his shadowy skin and ornate golden armor, he now sported a pair of great leathery wings which draped across his back like a cloak and a blade-like crest that ran the length of his skull and glowed with an aura of fearful midnight. He also noticed that his stature was significantly greater than that of the officers around him, towering nearly twice their height despite carrying a similar proportional build.

All attention snapped to the sudden beeping of a nearby communication console. The Sangheili stationed there rushed to perform his duty, stumbling upon the fact that their digits remained just as dexterous as before despite ending in claws. "Fleetmaster," he called, not bothering to try to meet his superior's mighty gaze. "It is the Jiralhanae Chieftain. He wishes to know 'what in the ancestral blazes just happened.'"

Arga pondered his options for a moment, eventually relenting to his, and the Nightmare's, curiosity. "Put him on the main display. I wish to see what has become of the brutes."

He felt his eyes widen in surprise at the figure that appeared in the hologram, a figure which also demonstrated visible shock at what it saw. The great Clan-Chieftain looked almost completely unchanged by the transition, as did the clan elder to his right and the guard pack visible behind him. In fact, it took a confused Unggoy (also unchanged) wandering through the room for the zealot to notice that the apes had actually shrunken slightly, and now stood _only_ as tall as an average Sangheili, though the chieftain still stood a head above his fellows.

"Darrinus," Arga growled, relishing the heightening shock that played across the alpha's face. "I take it you have some questions for me?"

A mixture of confusion and fear flashed across the Jiralhanae's shaven features before they settled into wary anger. "What the blazes is going on, Arga?" The fleetmaster scowled at the disrespect the filthy savage showed in using his first name. Though that senile elder claimed it to be a traditional show of respect to a fellow leader, according to _Sangheili_ tradition it meant they considered him too inferior to mandate the use of his rank and title. It was for that reason he returned the "respect" whenever possible. Still, it was also considered dishonorable to interrupt a status report. "The lekgolo now glow green and the Kig-Yar and your Sangheili have turned into strange animals, with yourself looking like some demon straight from the nightmare realm!"

_I suppose different species are changed in different ways,_ the Nightmare offered mentally. _I find his assessment of your new form wonderfully apt, though._

Arga nodded in agreement before focusing back on Darrinus. "These transformations are the gods' gift to prepare us for the coming battle; a giftyour kin obviously weren't worthy of. Prepare your ships to make the true journey as soon as possible; we must continue the warpath while the favor of the gods is with us."

With the brutish hassle dealt with and his subordinates circulating the nature of the flash, the newly-ascended zealot had one final task to oversee. _Nightmare,_ he called into his mind. _You can hear me like this, can you not?_

_Indeed I can, your honorableness,_ it replied readily and somewhat cheekily. _How may I best serve the gods?_

_Stow your mockery, demon, for I do not suffer such heresies in my presence._ There was a distinct sensation of something sealing itself, followed by a wordless apology and an urging to carry on. _Now, you are apparently quite knowledgeable in the power of the gods. I would have you teach me in its use._

There was a pause as the Nightmare pretended to consider the request, secretly grinning at how deep the fool had sunken into its clutches and the renewed depths the fanatic just unknowingly opened beneath himself. _Very well, my little destroyer. It's not like I have much else to do._

* * *

><p><strong>Command Center Sierra, AKA<strong>**"**_**Styx**_**"**

**18 February 2552 1700 MST**

**The Everfree Forrest, Equestria**

The dropship jostled slightly as it settled into a vast, unnatural cavern, signaling to its star occupant that he would be at the end of the line soon enough. He knew he should be angry. He had been imprisoned in ice for over two _thousand_ years, and finally escaped only to blunder into a blatant trap. How could he _not_ rage at such a cruel twist? Even the nature of his new binds, a crystalline heart carved in a meticulous likeness of the very artifact he sought, seemed specifically designed to infuriate him.

And yet, as King Sombra stared at his captors through the tint of his magical chains, he only knew resigned peace. Another of the Nightmare's lackeys, they had called him. Despicable. Evil_._ A tainted abomination that survived only because it had no physical form for them to strike. On any other day, he would not have cared what the mortals thought of him and would only have struck them down on principle and pride, but this was a special, dreadful day.

This day would see him into Tartarus.

He did not struggle as he was pulled across the hangar by a steely-eyed unicorn's steely-grey magic. Such degradation of dignity ill befitted a king, and had ceased the moment he realized its futility. He simply hoped that those embarrassing eight hours of impotent flailing had gone unnoticed by his escort. Their lack of mockery was a good sign of that, at least.

Unwilling to strike up conversation with mere grunts, and lacking any other method of occupying his last minutes outside of that most cursed jail, he took to examining the path of his condemned march. The arrival room, though spacious enough to house and launch nearly a dozen of the strange airships he had been transported in at a time, quickly gave way to a series of smaller, branching corridors. Heavy metal doors lined the walls at odd intervals, and even greater barriers loomed around every intersection, poised to slam shut on any unwanted movement.

"Can you believe the _Guam_'s not back yet?" a voice said through a nearby opened doorway. Inside, several stallions could be seen unpacking crates of strange armor.

"I wonder what the holdup is?" another replied, _almost_ hiding the nervous quiver in his voice. "The Covies could be here by the end of the month!"

"Maybe she's getting an upgrade? I heard they were starting to put runes of the battle fleets when she left Reach before."

"Fat lot of good that'll do us if she comes back to a glassed-_Ow_!"

"Stow it!" Though the room had passed out of sight, it was obvious that somepony had taken objection to the doom-mongering.

_These "Covies" must be a mighty host indeed,_ Sombra thought in admiration, _to strike_ _fear into a fortress such as this._

The hallways continued for some minutes, and the rare door ajar revealed more rooms in the midst of assembly. Bunks were being set and stacked in one, another already filled with racks of what he could only guess to be weapons by the sign of "Armory" painted on the floor outside. There was even a small mess hall already seating and sustaining a hoof-full of ponies and, to his great surprise, a few of those dullard diamond dogs. _Mercenaries, I'll bet._

The procession was suddenly halted by one of the mighty moving walls, the first such instance encountered closed. A fresh party of soldiers approached, each as hard and suspicious as his stoic carrier. Pointed questions were asked, revealing spells were cast, and the head-sized prison was handed off to a new bearer. Only then did the obstruction move, lifting into place with surprising haste to reveal the uniqueness of this particular junction.

Instead of another uniform passageway, Sombra now found himself in a gap in the wall of a smoothed tunnel easily a hundred meters across and curving out of view in either direction. On the floor a number of strange chariots idled or moved by their own power, carrying cargo both living and not. The air was tainted with dust and smoke despite intricate humming ductworks lining the ceiling, and the king was grateful that he lacked the faculties to taste it.

Looking to the far wall, however, revealed that the causeway served another purpose. Narrow, enclosed stairs led to a high balcony lined with cover and bristling with weapons of a similar nature to those in the armory. His own ledge, by comparison, was completely exposed and offered no solid passage down into what was clearly a killing field. _It's a veritable keep within a castle! What foe could possibly hope to take such a line?_

Luckily for his nerves, the far battlement was mostly unoccupied and both sides possessed mechanical lifts for desired passage, though even these weak points were designed to heavily favor the defenders in battle. His first sight of the near lift was a sturdy roof, slanting upwards away from the wall to deny even the slightest guard against the inner defense and completely protect a counterattack. Next was a chest-high barricade that looked somewhat counter-productive until, once the platform arrived at its destination, it lowered into the hall.

Once he and his new watchers occupied the exposed elevator, it reset its fence and descended until Sombra was sure it had to be sinking into stone. Only the barest seam could be seen between it and the floor beyond, and he was given little time to look before being jerked along across the cluttered street. Around him bustled an astounding plethora of races: ponies and hounds scowled at his passing, while gryphons and changelings hardly glanced away from whatever task occupied them. Even a _dragon_ was present to drool hungrily at his gemstone cage. _The entire _world_ must be set to burn to bring dragons into a pony's home!_

Despite the beast's pressing gaze, it seemed to be no time at all before the sanctuary of the second lift surrounded them. Unlike its death-trap of a counterpart, this one was set into a shaft in the stone and rose by a familiar pulley system. It also sported heavy grating on both entrances, which rattled away only when the lift had stopped.

As much as King Sombra would have liked to give his ego one last stroke with the parapet's impressive overlook, he found himself carted into another set of hallways before he could see anything but that dragon's eager yellow eyes. _Do they even feed that thing?_ He wondered, not noticing the sheer black door or its jagged red lettering until the last moment.

**Abandon hope, all ye who enter here.**

_Charming,_ he thought dryly as mechanical rumbling echoed through stone and space. _I suppose this is it then. How bad could it be?_

The initial vibrations ceased, and the gateway shuddered. Slowly, it receded into the floor, every hoof marked with a resonating _clang_ as wicked crimson hooks sprung from the surrounding frame to claw at their fleeing charge. With each toll, another set was left still and gleaming in a pale light as the rest were inexorably bent back out of position.

_Well blacken me impressed. Who or whatever built this thing certainly knows a thing or two about proper intimidation. I'll tip my crown to them if they can make the product match the poster._

Even the soldiers' faces were starting to sweat by the time he could see over the dark edifice. _Lightweights,_ he sneered before taking in his last vision of this world. Just as the fables had said, the roughly-circular domed cavern centered on one of the largest runes Sombra had ever seen, and the unearthly light it gave of lent an aura of simple finality to everything it touched. Unlike the stories, however, the great Cerberus had been replaced with a being far more terrible than any slavering beast: Princess Celestia.

The last latch released, and the ringing faded into silence before the solar alicorn relieved him of his escort, taking hold the gem with her own magic as they hurried away. The gate, however, remained opened even after he crossed its bleak threshold. The princess merely examined his black essence within the trap before tossing him dismissively to her feet.

"King Sombra," she said in a tone one might use to a bug neither amusing nor distasteful. "There was a time, not so long ago, that I would have feared your return. I'd have risked anything to keep you from reclaiming the Crystal Heart, even my own student. But now?" she scoffed, turning her head to the gaping portal and the impenetrable fortress beyond. "Now there are far worse threats to prepare for."

"Then why come here?" Sombra rasped, surprised by the brittle chime to which this small prison reduced his once-booming voice. Still, he couldn't balk in front of royalty. "Why travel all the way to this forsaken chamber just to see _little old me_ into the pit?"

"Why, curiosity, of course," she stated as if it were the only possible explanation. "I want to know what the Nightmare promised you for your efforts. I want to hear what you think you were going to get out of that deal."

He hesitated before replying, "What deal?" _How could she have guessed?! It swore there would be no way to connect me to it!_

Celestia only scowled. "The same deal they all made," she spat as her horn re-lit, this time reaching for Tartarus' Rune. The light shuddered, turning a baleful yellow as a procession of ghostly figures flickered through the symbol's core. Though Sombra did not recognize many of them, occasionally he would catch sight of a legend from the horror stories he had loved as a foal.

By the time the barrage of mythical nightmares ended, the princess had recomposed herself, again appearing merely indifferent to his presence. "So what did it take to buy you? Power? Treasure? Time?"

The dark king knew exactly what reply to give her: "Freedom." The look of surprise on her face was so glorious that he simply _had_ to elaborate. "The council you left in power was a collection of pompous old fools with no desire for progress." _True enough._ "They could not accept my studies, and banished me for them." _You probably would too._ "When the Nightmare offered me a chance to pursue my dreams, I leapt for it." _Revenge was just an added bonus. _"All I had to do was bring it the Heart." _But you _had_ to come and stop me, didn't you?_

For a moment, Celestia stared at him with that same surprised look on her face. Then she closed her eyes, and smirked. "You know, perhaps I ought to be thanking you." Sombra again thanked his lack of physical form, for he doubted if he could keep his own shock from showing at those words. As if reading his mind, his counterpart continued just as he had. "When you removed the Crystal Heart, the magic keeping the Windegos at bay went with it. The ponies were forced to put aside their petty prejudices to survive, and rediscover harmony and friendship in the process. That was what Luna and I had left over, and the sign that our little ponies were truly ready to follow us."

Sombra was stunned. _She actually doesn't know? Oh, this is rich! _He let out a dark chuckle, letting it grow into full-blown laughter as that clever grin melted right off of her face. "Ha ha ha! Oh you foolish mare. Did you really think that those frostbitten echoes were a part of the plan? By taking out the Heart, I opened the way for the Nightmare itself; the Windegos just struck first!"

The princess's visage turned to one of rage as she slammed her gold-shod hoof down upon the noisy prison, transforming the mad cackling into as cry of pain. Her ire not sated, she took the gem in her magic and pressed it to the edge of the shining rune. Sombra shuddered as he felt the unwavering pull and the promise of eternity behind it, only the comparatively feeble charms of the false Heart keeping him free.

As he clung to the anchor of his chains, he could hear Celestia spitting venom-coated words. "I came down here because I was unsure, _guilty_ even, of condemning one of my little ponies to Tartarus. I thought there had to be some way of _redeeming_ you, some way of freeing you from that monster's grip. But hearing you _brag_ about letting that thing in, that thing that made me imprison my own sister for a thousand years, I honestly don't care anymore.

"Enjoy your stay," she said dismissively as she flicked one prison through the other. "That's all you have left to look forward to."

King Sombra did not scream in fear or rage as the magic of the Tartarus Rune seized him. That would have been unkingly. He had known that there was no way to avoid it. Having Her Majesty looking to help him had been a true surprise, but he doubted that it would have changed anything. He would have had to lie for that to happen, and that would have been unkingly too.

_Still,_ he thought before even that freedom abandoned him, _one does not build a fortress around a seal which cannot be broken…_

* * *

><p>Author's Notes: The Nightmare's a bit of a touchy subject for Celestia.<p>

For those unfamiliar with Halo lore, the names the Covenant species were given in the games are just terms the UNSC uses to identify them. They don't actually call each other by those names (usually). The elites are called Sangheili, the brutes are Jiralhanae, the grunts are Unggoy, the jackles are Kig-Yar, and the Lekgolo are those little worms that make up the Mgalekgolo, or hunter.

Each of their new forms, or lack thereof, represents a similar niche to one a pony would fill (riding mount or beast of burden) in each civilization, with one exception: the hunters now possess the magic of **Photosynthesis!** The grunts never actually domesticated anything before the Covenant brought them in and for the most part placed them in one such niche themselves, and the brutes actually used the "runts" of their own species. As for the jackals, I'm going to leave that a secret.

The "Sanglatronis," I actually completely made up (donut steel) because the elites needed to stay badass while still being transformed. The name comes from the Latin word for blood, Sanguine, and one of the words google coughed up when I looked up "Latin word for hunter," Latronis." This is the same way the elites homeworld was named, Sanghelios; "Blood-Sun." If someone can come up with a better name that still roughly translates to Blood-Hunter, I'd be glad to hear them.

Thank you all for your continued feedback and a particularly big Thank You to Rifleman526 on Fanfiction for offering to edit my story! I'd tell you to go read his stuff, but I don't think he has any yet.


	18. Braced for Ruin

Disclaimer: My Little Pony Friendship is Magic is owned by Hasbro. Halo is owned by Microsoft and 343 Studios. I have no stake in either and seek no profit from this work. This is purely a fan creation.

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><p><em>Dear Princess Celestia.<em>

The muffled groans of several marines followed Pinkie Pie as she pranced away from the sparring area. Her fur had taken on a blue sheen, her eyes glowed with a soft white light, and the air seemed to chill around her to the point that frost rimed her hoofprints, but despite all this she seemed as cheerful as ever as she trotted over to her waiting friends. Suddenly her wintery discoloration rippled, pulling away from her body and taking the form of her Windigo friend. If anypony was surprised, they didn't show it.

_While we appreciate that you came to us at the first sign of danger, we have no evidence of the incursion you claimed has happened. If this "Nightmare" did indeed arrive on board the _Guam_, then it has successfully outwitted the most advanced AI and monitoring equipment human engineering can produce. It is rather difficult to believe that anything so capable would bother pursuing a petty grudge, but that is beside the point; we cannot assist you any more than we already have._

The magnificent ravine which surrounded the princesses' old keep was now a barren scar on the Everfree Forest. Gaping holes pocked the cliff face, revealing hangars and turrets, missile batteries and lookout stations. Even the castle itself was being renovated, an array of mass drivers looming where spiraling towers once held watch. What was left of the old road had been cleared and repaired as much as possible, and now led underground to wind through the massive southern command center that had formed around the Tartarus Rune.

_Please keep in mind that even if we could find enough volunteers willing to risk "Ponification" (as some have dubbed the transformation), it could take months to refit enough warships to repel a directed attack. Add to that having to retrain thousands of personnel and supply them with specialized equipment and the costs of the venture increase dramatically. To make such an effort to enter a field that we will neither reach in time (assuming anything happens _at all_) nor return to in the foreseeable future is simply not feasible._

A griffon smiled wistfully beneath his helmet as his world rocked in a rumble of moving steel. The valley shook to the precise beat of a titanic six-legged gait, soil compressing and stone cracking with each thunderous stomp. The griffon didn't seem to notice though, his eyes fixed on a grainy photograph in his talons.

In the picture, he and a dozen other griffons stood proud in their grease- and blood-stained uniforms. Spaced between them sat nearly as many graves, each bearing a name, two dates, and a single, glittering medal. In the background stretched a field of burning metal hulks, with a single mechanical hexapod towering over them in battered triumph. In spite of all that had happened since, and especially the near-complete overhauls of the past two months, the blackened and scarred name on the photo's walker remained emblazoned on the cannon-laden leviathan as it patrolled the mountainous griffon homeland.

_Instead, and to show our trust in your judgment, the UNSC _Guam_ was given top priority for the upgrades your aid has allowed us to issue, and is now on official loan to the Diarchy of Equestria until such a time as it is not needed for your own defense. Though extensive repurposing has diminished its ship-to-ship capabilities, the _Guam_'s true purpose as one of the few remaining _Valiant_-class Super-Heavy cruisers is, much like your own, that of a leader. The _Valiant_s are almost exclusively built as flagships and mobile orbiting command centers, and the _Guam_ in particular has been customized to be able to coordinate and support the atmospheric theater of an entire planet with little to no backup._

A piercing screech rang through the shining purple corridors of the _Crucible_, only to fall on ears too terrified or arrogant to care. In the Fleetmaster's personal quarters, an Unggoy thrashed madly against the char-black aura of Arga's magic. Off to the side, the Nightmare grinned sadistically as each pulse of its student's magic made the pathetic creature convulse in more than just agony. Stubby limbs stretched into twisted, claw-tipped twigs as leathery skin split around formations of razor-sharp spines. The pain-ridden face pushed forward to absorb its breathing mask and hide it behind a mouth of gnashing teeth, and a bony shell pushed out over the methane tank, leaving only the refilling port uncovered.

Satisfied with his creation, Arga let it fall to the floor where it shuddered briefly before going completely still. The Nightmare studied it for a moment, and then incinerated the mutant corpse in black fire and disappointment. Another of the cannon-fodder race was called in, and the lesson continued before the new test subject could notice the mound of burnt gas-packs in the corner.

_Furthermore, the shuttles that you ordered should arrive within a week of this message. We apologize for their delay, but no dedicated evacuation ships have been built until now because the abundance of local vessels has almost always been able to accommodate any refugees that reach them, and the widely-varying sizes of your planet's civilized species demanded modification of what plans we _did_ have. Fortunately a number of trained personnel have volunteered to crew the ships, and will require only minimal acclimation training once they arrive. Hopefully nothing happens before then._

_Respectfully,_

_Dr. T. Randall, UNSC Board of Allied Concerns_

_P.S. Now that your nation is _officially_ in possession of UNSC property and data, we must insist that you, as well as any subjects of yours with access to sensitive data or materials, read and follow __**UNSC Emergency Priority Order 098831A-1 **__(the Cole Protocol), attached below. Failure to do so through intent or negligence may be seen as a direct threat to Earth and her colonies, and an unforgivable betrayal of the trust we have shown you._

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><p><em>Canterlot Castle<em>

_February 23, 2012 8:00 P.M. Local Time_

_Canterlot, Equestria_

Despite the chaos of the past few months, the graceful beauty of the royal palace remained almost intact. It was practically a historical site, after all; the longest-standing seat of power not reduced to mossy ruins by time and disaster. Besides, the nobles had insisted that all of "that obtrusive magic-less garbage,"1 be kept as far removed from their delicate eyesight as possible.

Unfortunately, even the work of Equestria's best artisans combined with the humans' masterfully subtle devices looked glaringly out of place to Princess Celestia's time-trained eyes. Every light switch was like a sore hoof on the wall, and every camera a stalking eye as she walked the familiar corridors. She ignored them as best she could, but they were still there to remind her of how quickly the world had changed, and of how much she had changed with it.

Finally, she reached her personal bedchambers, the one room in the palace that she had flatly refused to allow the changes to touch, the last remnant of "old" Equestria in a world of approaching war and encroaching technology. The idea had been that she would unwind here away from her duties, just as she always had, but even after her "bodyguard squad" had relented to staying by outside the door (she was _not_ proud of what she had had to do to get them to back off) it wasn't enough. She would not be here this early in the night if was.

Celestia sighed as she climbed into the silken sheets, remembering the times when she had been able to stay awake for weeks on end before the stress began to hamper her mind. Now she had to sleep almost every night just to keep herself from snapping at everything, and her patience had frayed frighteningly even with her well-honed subconscious working overtime. Sombra had certainly proved that.

"I still can't believe I actually said that," she admitted to herself as laid her head on her pillow. The cushion was unusually stiff for some reason, but her internal turmoil kept her from actually looking as she fluffed it. It wasn't until several second later that she noticed something else wrong.

It was purring.

The princess recoiled with a surprised yelp, looking down to see what had become of her favorite piece of bedding. Instead she found the spot occupied by a pony-sized Discord lying on his back with a lecherous grin plastered across his face. "What?" he asked with poorly-feigned innocence. "You don't like my cuddles?"

In the hallway outside, Omar and Martha jumped to action as an unseen projectile shattered the thick oaken door between them and the even thicker stone wall in front of them. Their anger at being bypassed quickly turned to confusion, however, as their charge brushed roughly past them before ducking through the fresh hole in the masonry, her look of royal indignation enough to make even the two hardened soldiers briefly hesitate to follow.

Luckily Princess Luna was still on Reach as the official Ambassador of Equestria, as the blast had breached her room just beside the bed and left a crater in the wall opposite it, with rubble scattered across its path. The chamber itself was being used as a single stationary bludgeon against which Celestia was viciously beating something resembling a large dog while spouting a stream of curses that could glass a small moon. Her new-found stress toy could be heard shouting apologies and declarations of surrender between blows, occasionally mixed with a few curses of his own.

"Corporal Simmons, what the _hell_ was that noise?!" the LT shouted over the radio. "Is Celestia under attack?"

It took a moment for Martha to wrestle her attention away from the spectacle, and her bewilderment showed in her voice. "I'm… not sure, sir. I think she's the one doing the attacking."

"…I'm coming up there," the squad leader declared after his own delay, his tone conveying more curiosity than concern.

_He probably heard the racket through the radio,_ the trooper decided before turning back to the orbital collision that was rapidly forming in the Bedchambers of the Night.

The thrashing slowed to a stop until, by the time Lieutenant Johnson arrived, the only sound was the princess's tired panting. No recognizable feature remained whole (aside from the bed, as that was too soft to cause suitable damage), and cracks issued forth from draconequus-shaped indents in the walls.

Slowly, Celestia lifted the subject of her rage to dangle by his ankle, mere inches from her face. Discord hung there limply, covered in bruises and comically-oversized bandages. He didn't blink as he stared off into space. It didn't look like he was even breathing, for that matter. Contrary to the assumed natural reaction, however, Celestia simply ripped her foe in half and scattered the cottony stuffing which comprised the entirety of his innards before tossing the resulting hollow cloth shell to the floor.

"I am _not_ in the mood for your games, Discord. Come out already," she growled at the room in general.

"Oh you're never any fun, Celestia," Discord whined as he sauntered out of a dislocated cabinet door, a glass of neon-blue liquid in one claw and a fishbowl full of sawdust in the other. A gold lamé jacket glittered across his chest, bizarrely complemented by a day-glow-orange bowtie and live raccoon hat.

"What are you up to this time?"

As before, the chaos spirit gave no indication that he noticed her glare. "Why, the last thing you'd ever expect, of course," he responded, taking a bite out of his glass and tossing the remainder into the air. Celestia raised a skeptical eyebrow as he crunched the mouthful like granola, but she, the ODST, and the supposedly-falling piece of drink waited for him to swallow. Instead, he just spoke with his mouth full.

"I'm here to help."

Suddenly, the suspended cup let off a blinding flash of dark. The three soldiers shouted as they fell through the gap they had watched through thus far, but could not see well enough to retaliate. By the time the stripes faded from their vision, they found the room completely repaired and redecorated in a surprisingly-pleasing, faux-modern-gothic theme. Celestia and Discord both sat in the middle around a short balsawood Tiki idol, the draconequus intently regarding what looked like a pocket watch.

"Well, it seems I've used up that last of my reserves for now," he stated with mild distaste. "You've won for now; I'll get straight t-_Ow!_" Celestia interrupted him with a blow to the face, still furious at him for more reasons than she could count. The spirit looked like he would retaliate for an instant, but simply gave a defeated sigh. "I suppose I deserved that."

"You deserve the punishment I gave to your plush replacement and then some," the alicorn snorted derisively, "but I'm willing to let your old pal the Nightmare handle your sentence as long as you cooperate."

"Fair enough," he admitted. "But for me to do that, I'll need a bit of a favor first: release me from my prison."

"And what's to keep you from turning on us the moment you're out? Or worse, when we need you most?"

"Because this is my world too!" Everypony was taken aback by the forcefulness of his rebuttal, but he was not finished. "I've been here since the beginning! Helped make it what it is! I've got my whole life, _billions _of years invested in this rock, and I'm not going to let that entropic backstabber wipe it all away!"

For a second, Celestia was stunned. Here was Discord, the spirit of chaos and disharmony, claiming responsibility for the world he had done nothing but torment for uncounted millennia! And yet she could not find anything but truth in his outburst. There was just one thing she didn't understand. "Then why did let it keep happening?" she asked. "If you really care about this world, why were you _helping_ that thing wreak destruction on it over and over _and_ _over_ again?"

After a moment of steady regard, he leaned back on his arms and said, "It was fun, and I was bored." He would have savored the look of fury on Celestia's face had he not already seen enough of it while she was using his substitute for renovations. Instead, he ducked under another swinging hoof and attempted to clarify his position. "Now to be fair, it was better than when we were constantly fighting each other. It took _eons_ to get anything done around here, and I could never get a moment's peace without having to start all over because of some mass-extinction event caused by you-know-who. Did you know that before we settled our deal, only three species had ever harnessed fire? Three! All of them hundreds of millions of years apart!"

"What are you talking about?" the solar princess asked, her anger having given way to confusion.

"My _job_, Celestia dear." The spirit's tone was one of bored responsibility. "The whole 'chaos' thing is really more of a hobby, an artistic outlet if you will. Believe it or not I am actually none other than the original spirit of creation, and my sole binding objective is to keep the planet alive and moving. The Nightmare, as the spirit of destruction, gets its kicks from breaking my stuff. Whenever one of us got too far along or had too much spare time on their hands, the Elements of Harmony would kick in and give the other one a major power boost to catch up. The result was a constant draw that left both sides struggling to do anything, and frustrated when it was undone in short order.

"About half a million years ago, however, the two of us managed to enter into a bit of a gentleman's agreement. I would build stable little civilizations specifically for demolition via Nightmare, and it would leave enough behind for me to make more and take enough time for me to have some fun of my own in the interim. The Elements forcibly vetoed that plan by stripping us of most of our power and redistributing it amongst the population, which led to the current system of stabilizers and corruption, but the goal of mutual entertainment was still accomplished. Until now, that is.

"So long story short, I am contractually obligated to give up my own life before I let this planet be blasted lifeless and it would be literally impossible for me to betray you to such an end. Now would you please let me out already?"

Again silence reigned as Celestia struggled to decide whether to fulfill Discord's request. Though her unscheduled session with his stuffed likeness had been therapeutic enough for her to not disregard him out of spite, she could not overlook the risk that he was lying or that he might even hinder them unintentionally. On the other hoof, neither could she throw away such a powerful ally with the war looming ever closer. She needed some way to ensure his cooperation and limit his collateral damage if necessary.

With gritted teeth, she relented. "Alright, we will release you-"

"_Yes!_" the draconequus cheered, pumping his arm in victory before breaking into dance.

"_A-hem._" Discord froze in his tracks when he realized that his freedom was not unconditional. "As I was saying," the solar alicorn continued once her audience had properly seated himself again, "We will release you _when and if_ the Covenant actually shows up, but your prison and its seals will remain intact so that we can restrain you should you give us need, purposefully or otherwise." Celestia leaned in, and this time Discord shrunk from her glare. "I hope I don't have to suggest that you not give us need," she finished with crushing authority.

* * *

><p><em>Ponyville Library<em>

_February 25, 2012 5:30 P.M. Local Time_

_Ponyville, Equestria_

"Spike!" Twilight called out as she entered her literary abode. "I'm back from training! And I brought that itch cream you asked for!"

Though she didn't let it show, Twilight was actually very worried for her scaly little assistant; specifically, the fact that he could hardly be called "little" any more. Spike had been growing almost non-stop ever since Princess Celestia was first abducted by the human's probe. Luckily he wasn't displaying the hoarding or exponential growth spurts that had caused such a disaster during his Day of Excess episode, but she was keeping a very close eye on him. Nopony wanted to take any chances, particularly now.

The mass of its secondary occupant was not the only change to befall the Ponyville Library. Paper cluttered every available surface that was not itself an information display. Maps hung across the shelves, displaying the weapon caches, evacuation tunnels, and most defendable locations across Ponyville. Equipment manuals were piled on some stools, guides on modern combat theory on others, and descriptions of Covenant tactics and weapons on most of the rest. A bulletin board offered a number of notices to think rationally, remain calm, and remember the astounding versatility of the common towel.

Subject matter aside, it could easily been mistaken for a particularly heavy case of Twilight Sparkle's famed "Research Frenzy" were it not for the impressive flow chart occupying the large central table. The laminated maze of boxes and arrows detailed the entire Ponyville militia chain of command, complete with the specializations and (heavily paraphrased) psychological profiles of everypony in it. The bearers of the Elements of Harmony were highlighted with appropriate colors, and lines were traced up the line to the nearest superior all six shared. Aside from that, the only commonality among them was the label of V.I.P.

Applejack was a heavy weapons pony, as were a noticeable portion of the town's earth ponies. In fact, very few non-earth ponies were able to carry the equipment needed to fill that role. Of those who did, the pegasi were usually grouped into "air support."

Rainbow Dash actually had command of a rather unique force composed of the fastest fliers from the Ponyville Weather Patrol, dubbed the Super-Light Aerial Combat and Reconnaissance. It was their job to watch the enemy's movements and harass them wherever possible.

Fluttershy and Rarity both were given rear duties, as medic and technician respectively. In addition, Fluttershy's special connection to nature put her in charge of any animals that decided to join the fight.

Pinkie Pie, with her Windigo companion, was a branch all her own. Dubbed "the closest thing to an Equestrian Spartan since the Archons were disbanded five centuries ago," she was essentially allowed to do whatever she wanted to as long as it in some way helped to win the battle.

Twilight Sparkle was split between logistical oversight and heavy support. Not only could she use pretty much any combat spell ever made (some of them she even wrote herself), but she possessed almost unparalleled magical strength and endurance. Still, it was her nearly obsessive knack for organization that had helped the Ponyville Militia become something akin to an actual army rather than the basic mass of armed ponies that guarded most towns. That, and her connection to Princess Celestia which allowed for a rather higher equipment budget than normally befitted a town of their size.

* * *

><p><strong>UNSC <strong>_**Guam**_

**4 March 2552 1633 MST**

**Orbit above Equestria**

It was strange how little the observation deck had changed since Captain Arnold last left it nearly half a year ago. He simply hadn't been able to find the time to visit amid the compounding developments since the transformations. It truly was a shame to miss out on the sparkling beauty of space and the absolute solitude of slip-space because of it all, but at least he had the chance now. _It's so strange,_ he mused. _The constellations look similar to Earth's, but they're all slightly… What is _that_?_

Something caught his attention, something that definitely wasn't a star. It was pale, vaguely oblong, and in fact looked rather like…

_How the hell does a bird shit on the windshield of a spaceship?_

Sure enough, a smear of waste clung to the far side of a plate foot-thick transparent polymer, glistening with frost and paying no heed to the confusion directed its way.

Suddenly claxons wailed, warning lights flashed, and a digital voice rang out through every corridor, "All personnel to combat stations. Multiple slip-space ruptures detected two light-minutes from the far side of the planet. Beacons picking up twenty-five Covenant warships total, six capital ships and nineteen others. Forty minutes estimated time to firing range of the planet." The captain was gone before the announcement was finished.

On the planet below, sirens blared in every town and city on every continent, and all who heard them looked to the sky in fear and disbelief. Then, as if by some unspoken signal, they set about tasks none had hoped would be necessary. Weapons were passed out as vehicles rumbled to life. Mass drivers hummed with power, both of raw force and mystic runes, and the evacuation ships opened themselves despite not having been settled in their berths for more than a week.

And in one particular town, three particular fillies hid in a barrel with a giggled muttering of "Cutie Mark Crusaders Alien Fighters, go!"

* * *

><p>Author's Notes: Yes, they really are <em>that <em>clueless. Don't worry. It won't last long.

In other news, Discord is very hard to write in any serious sense. The only time I've deleted more words from a chapter was King Sombra's Sob Story which you will probably never see. Two thousand words of tragedy that was, and it added nothing to the story itself. But now I'm rambling.

The time has come. This is why I started writing this story in the first place: The Battle of Equestria.

P.S. I just thought I'd mention that the griffins (gryphons? Is there any right way to spell it?) are usually made more-or-less equal to the ponies in terms of military tech. This makes no sense. They are a predator species (or two, depending on how you look at it), violent by nature (Gilda, anypony?), and have actually been engaging in warfare for quite some time (mentioned in Chapter 13). Why would they still be using spears and swords, or at best primitive cannons?

They wouldn't! But they're still magical creatures, so I can't just give them rifles and call it a day. It just wouldn't be proper. The Solution?

Steampunk Walkers.

Something may or may not come of this, but I couldn't resist putting it in.


	19. Sky's Falling, World's Ending

Disclaimer: My Little Pony Friendship is Magic is owned by Hasbro. Halo is owned by Microsoft and 343 Studios. I have no stake in either and seek no profit from this work. This is purely a fan creation.

Notice: Due to the uncertain nature of warfare, the previous formatting of **location/ date, time/ location** will be foregone in favor of simple **location**, sometimes followed by the **time elapsed** since the previous scene. For Instance:

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><p><strong>Ponyville Armory<strong>

The rush of activity the sirens had started had long since given way to tense preparation. Ponies murmured in groups, trading everything from witty banter to tearful confessions as they suited up and filed out, and despite an effort to keep friends together for "unit cohesion," the streets outside were clogged with goodbyes that nopony had the heart to break up. Even the most heartfelt of moments couldn't last forever, however, and soon the armory stood empty of all except bare racks and a close circle of six ponies.

Applejack shuffled under the weight of her heavy plating and machine gun, and her iconic ponytail squeezed out the base of her helmet as she and Rainbow Dash contested who would show their fear first. While the athletes both wore harnessed weapons, the cowpony looked awkwardly burdened compared to the pegasus's lighter armor and streamlined missile pods.

Fluttershy and Rarity had little in the way of protection, instead hefting packs of equipment. Fluttershy's bags clanked with canisters of biofoam and bulged with gauze and other medical gear, and the timid pegasus seemed ready to withdraw into it like a tortoise at the slightest threat. Rarity's rustled with metallic _tink_s every time she moved but otherwise betrayed no sign of the delicate instruments inside, though her thoughts were not so concealed by her misty eyes.

Pinkie Pie wore no armor, having instead donned the black catsuit she had worn to accompany Twilight as they "infiltrated" the Canterlot library. This was augmented by a set of green-lensed, gold-rimmed goggles of undetermined purpose, a set of clawed hoof-straps based off of an old Night Guard design, and a liberal coating of peculiar-smelling green slime. Of the six of them, only she seemed unaffected by the prospect of combat as she hummed a catchy tune.

Twilight Sparkle was encased in a more average set of combat gear, though she lacked the "hoof-cannon" normally given to standard infantry. Also distinguishing her from the lineponies were the radiopack straddling her back and the lavender runes carved across every inch of her suit. With a weak smile, she gazed across her best friends one last time, memorizing every feature as if she would never see it again. They each noticed, and looked back at her expectantly.

"Well," she started with a sniffle, "This is it. The toughest challenge we've ever faced. We'll be scattered all over town, with millions of super-advanced alien warriors all clamoring for our blood. Are you all ready?"

Fluttershy squeaked out a "No," as she emerged from her artificial cave. "But if you're all going to be out there getting hurt, then I can't just stay behind."

"Don'cha worry, 'Shy. If them alien varmints wanna get to ya, they'll hafta go through me!" Applejack thumped her armor, and the steely _clang_ added what little emphasis her confident voice didn't.

"And I shall be by your side whenever I can," Rarity added, draping a hoof over her delicate friend. "What about you, Rainbow Dash? Are you prepared for this whole, ghastly affair?"

"Hey!" Rainbow snorted, seemingly affronted by the idea that she wasn't ready for anything. "Who the heck do ya think I am?"

"You're Rainbow Dash!" Pinkie Pie chirped, "Fastest flyer in all of Equestria!"

The athletic pegasus paused for a moment, having clearly not expected an answer to her rhetorical question, but she put on a cocksure grin and went with it. "Ya got that right! If those space-bozos want a piece of me, they'll have to catch me first. How about you, Pinks?"

"Oh, I'm not actually going to fight."

Her friends let loose a synchronized chorus of "_what_?!" in a variety of tones and attitudes before dissolving into a confused tirade. When it became clear that none of them could be heard over the others, Twilight let out a shrill whistle to garner silence. "What do you mean you're not fighting?" she demanded with a glare.

"I just don't have the stomach for all of this war and killing and stuff," the slime-covered pony clarified. "Not like chocolate or cupcakes or, ooh, mousse! If we were going to mousse instead of war, I'd be right behind you! Maybe even in front of you!"

Pinkie suddenly let out a sigh that seemed to carry all of the joy out of her. "But we're not. We're going out there to fight and hurt and kill, and I just can't do that. I… I don't like the pony I'd be if I did."

Her friends' eyes softened at the sight of her melancholy. They pulled her into a tight embrace, not even flinching at the gooey _squelch_ of her oozy coating. "We understand, Pinkie," Twilight whispered from the middle of the group hug. "It's a terrible thing for all of us, and if there were any better options we'd take them in a heartbeat, but there aren't. The Covenant will kill everypony unless we stop them, and the only way to do that is to kill them first.

"What I don't understand," she finished, breaking the hug apart, "is why you're dressed like that if you aren't going to fight."

Pinkie looked herself over in confusion for a moment, then giggled at some joke nopony else seemed to get. "This isn't for me, silly! It's for Icy!"

"The Windigo?"

"Yep! I'm gonna let him take over for the battle since fighting is one of the only things he remembers from his old life. That's why I brought him to training all the time. Oh _IIIIcyyy_!"

The call brought with it an unnatural chill. Frost settled on any exposed metal or glass as misting breath turned to a freezing fog that gathered at the ponies' hooves with lightning speed. Two wintery orbs sparked to life amid the shifting banks, which suddenly surged into a vaguely equine form around them. Finally, as if to complete the infiltration of cold, an icy presence pressed against the minds of the six ponies in a manner just short of invasive.

_You are prepared, Pink One?_ The Windigo intoned without sound, like a low, howling wind in the mind.

"I sure a-Wait!" The Windigo halted in its path and watched Pinkie turn back to her friends. "Can I have my gak back now, girls?"

It was the others' turn to look at themselves, though it was time in disgust at the snot-like residue of their heartwarming contact. In moments the mucus was gathered in a purple aura and splattered across Pinkie's waiting face.

As her enigmatic friend re-slathered herself in gunk, Twilight turned to the spirit. "So… Your name's Icy? I thought you couldn't remember your old life."

_That is true. I do not recall whatever name I used in life and as a mindless wraith I had no use for titles, but upon regaining myself I needed some form of identity or risk losing my sanity again. I chose _Icingdeath_, a more fitting moniker to my new form. The Pink One could not memorize it and preferred to call me Icy, but I would prefer it if you used my full name._

"Oh, uh, okay. Sorry for bringing it up."

Despite her best efforts, Icingdeath could feel the dark thoughts swirling to the front of the librarians mind and could not help but conclude itself as their source. _It bothers you still, does it not?_ it probed, and she reluctantly nodded. _It shouldn't. Do not concern yourself with dust and echoes. It moves me that you would mourn those forgotten, but save your tears for the living; they will need them soon enough. As for myself…_

The ghost paused in thought, and though it remained as impassive as ever its voice now carried a note of regret. _Whoever I once was is dead, my land and people are gone, and a thirst for vengeance is all that now sustains me. You and your friends have my thanks for giving me the clarity and means to take it, but there exists only one harmony for a revenant like me: to balance the scales, life for life._

Again, only Pinkie Pie appeared oblivious to the edge on the Windigo's words. As her living friends shuddered in more than mere chill, she finished re-coating herself in slime and gave off an odd, low-key hum for several seconds. "Okey-dokey!" she finally said. "Ready to go!"

"Wait!" Fluttershy called, letting out a small _eep_ at becoming the center of attention. "This won't hurt her," she eventually squeaked out, "Will it?"

Icingdeath regarded the quivering pegasus for a moment as it contemplated how best to answer._ No,_ it replied at length._ It will be akin to seeing through another's eyes. I will command her movements and utilize her senses and she will consider herself no more than a passenger in her own body, its actions and sensations distanced._

"A-and you'll let her go as soon as everything's over?"

_I could certainly not hold her against her will. Few and dark are those who could best a soul in its own home._

"Besides," Pinkie piped in, "Icy's my friend! He'd never do anything to hurt me. Now let's get this party started!"

_As you wish._ The Windigo gathered around its host-to-be, who did not flinch as she was engulfed in frigid fog.

_The hour is near at hoof…_

She gasped as freezing mist funneled into her mouth and nose, instantly numbing them with cold.

_When bitter winds shall blow…_

The chill soon spread across her face and advanced through her entire body.

_As darkness moves aloof…_

Pinkie did not shiver even as her slime froze, entombing her in a crystalline shell.

_To reap what it has sown…_

She was now completely devoid of feeling, only vaguely aware that her limbs had stopped answering her thoughts.

_Earth will quake and heave…_

The room's icy atmosphere seemed to collapse in on the pink ponysicle, covering her in an aura of winter but allowing everything else to thaw.

_Fire and steel will clash…_

The ice-coated figure rippled, her fur turning blue and her mane a snowy white.

_And before the battle's leave…_

The rigid body suddenly shifted, the solid ooze somehow never melting as it bent and flexed with its wearer.

_I will take my peace at last!_

Finally, the goggles lit up with arctic-blue light from the eyes behind them. The form that once belonged to the Element of Laughter straightened into a stance more disciplined and confident than its hyperactive mind could ever achieve, and said with a deep, echoing thunder that had no place in a mare,

"_Assuming direct control."_

* * *

><p><em><strong>Reverence<strong>_**-class supercruiser **_**Honor in Death**_

Despite the glorious conquest within sight, the bridge of the Jiralhanae clan-flagship was as still and silent as stone. Atop the central platform, High-Chieftain Darrinus stood tense beneath the smooth crimson plates of his battle armor, his knuckles white around the haft of the ancestral battlehammer _Wulfgar's Blow_. He could feel the massed gaze of his retinue, a dozen pack-chieftains with their crested armors and heavy weapons, all watching for any hint of weakness. They drilled into him their anticipation, support, even distain, but none would hesitate to challenge him should he prove unable to fulfill his duties. He knew they wouldn't, because that was the Jiralhanae way.

Still, he hesitated. This task was vital to the clan's honor, but the mere thought of confronting Arga and that smoky fiend shuddered his hide. It was not the rumors of dark crafts taught in private or the lethal sight of the Fleetmaster's new form, though they alone were enough to merit pause. It was something in their eyes, their voices; some unnatural edge that supplanted reason and courage with a cloying fear. Their very existence brought forth screams from the basest of instincts, _"Flee! Flee for your life, lest it end here!"_ How could he possibly confront _that_?

Darrinus was startled by a sudden weight on his shoulder. Cursing his own distraction and praying his jump had gone unnoticed he glanced back to see the unique silver armor of the clan elder. Its lack of ornamentation was more reminiscent of a medieval knight than the animalistic frills of standard Jiralhanae fashions, yet even the high-chieftain held nothing but respect for the sagely eyes that now held his gaze, and the strength within them that outclassed the might and guile of any beast: control.

He drew on that control now, used it to still his fears, and commanded, "Connect me to Fleetmast Arga Quramee, and prepare an order for all ships of the clan, to be given on my signal: They are to break off from the attack on this planet until and unless honorable combat is permitted or it proves itself capable of engaging the fleet in a worthy fashion."

Almost instantly the main display flickered to show the bridge of the _Crucible_, where Arga and his pet abomination waited with looks of amused expectation. Darrinus acknowledged the fleetmaster with a stiff nod and a muttered greeting, but stalwartly refused to look at the disembodied face that hovered in the background; his confidence had waned enough as it was without gazing into the abyss.

"Ah, Darrinus," the ascended Sangheili returned. "I assume you are here to make a request on your clan's behalf?"

The chieftain glanced back at the sterling-clad figure of the clan elder and visibly steeled his nerves. "Only a statement: my kinsmen and I shall take no part in the glassing of this planet. Send the order!" he shouted to one side.

"_What_?" Arga shouted, his wings flaring in shock. "Explain your cowardice at once!"

All of the Jiralhanae stiffened at the accusation, none more so than their leader. "Cowardice?" he growled. "Cowardice is refusing to meet foes on whatever field they present. Cowardice is denying their warriors the opportunity to die honorably in battle. Slaughtering enemies from an unreachable station shows as much cowardice as fleeing from them, if not _more_."

The fleetmaster reared in indignation and roared, "What do _you_ know of honor? Your kind would endanger holy relics with your bloodlust if the High Prophets themselves were not holding your leash!"

"The other clans are nothing but rabid _beasts_," Darrinus raged back, his fear forgotten in the temper his species was known for. "We should have been commanding armadas of our own by the time we joined the Covenant, but instead they abandoned their honor and restraint in pursuit of personal glory and left the rest of us to gnaw bones in the ruins. It is a testament to my ancestor's strength that this clan survived it all, and I will not be proven his lesser by losing it to frenzy now. We will destroy this world honorably, face-to-face, or not at all."

The sheer contempt being channeled through the connection seemed set to break it, if neither party did so first. Both were too consumed by resentment or stubbornness to back down, and only a timely, if reluctant interruption broke the contest of authority.

"Fleetmaster, the _Vigilant Hymn_ has entered firing range. Shall it begin the purging, or wait until the rest of the fleet is positioned?"

Arga was hesitant to reply and forfeit the unspoken challenge, but his sense of duty won out and he replied, "There is no need to delay. Order the _Hymn_ to fire at will." By the time he returned his full attention to the chieftain, he could only spit, "Very well then, keep your tainted honor, but you can be certain that the Hierarchs will hear of this insubordination."

Just as he made to end the connection, however, an alert sounded that shocked all who heard it. "Surface fire detected. Cruiser _Vigilant Hymn_ lost with all crew."

* * *

><p><em>Stonetalon Foothills, New Griffic Union of Kings<em>

_Moments Earlier_

Duke Gunther of Crow-Martin had, like many other griffin royals, viewed the ponies' frantic scrambling these past few months with some amount of bemusement. He had accepted their alliance readily enough — after all, one would have to be a true featherbrain to turn down such amazing advancements as the Equestrians had suddenly come upon — but he had believed Celestia's fearmongering to be just that: fanciful exaggerations of a lesser threat. Nothing could match the united forces of the Twelve Aeries. Even the mighty necromancer Grogar had failed, his undying legions shattered centuries ago as he fled the continent. How could raging zealots possibly compare to one who could command death itself?

Now the answer drifted in plain view above the Corvidar flatlands, its purple hull glowing faintly in the eclipse it made of the sun. Smooth curves made up the entirety of its mile-long form and bulged noticeably at the ends and middle like some hungry whale, complete with the deep rumble of its call echoing across the mountains. Gunther dared not look away from the crimson sparks that coalesced along its sides, lest his gaze be drawn to the armada still descending and the impossible goliath at its heart. _If ever there was an enemy_ _to inspire awe,_ he concluded, _this is it._

The duke was suddenly shaken from his feet, as if to remind him of where he was and why he had come. The bridge of the siege leviathan _Indomitable_, his personal command, shifted again as its six legs splayed in an awkward squat. Even the two forward arms braced the ground, burrowing into the stony slope with the great drills at their tips. Finally, the Magnetic Accelerator Cannon that replaced the rear battery swung about to target one of the hell-lights like a Scorpio's stinger ready to strike the eye of an angered Ursa Major.

All around the castle-sized machine, griffins scrambled to prepare for the coming fight. Skirmishers gripped their weapons and took wing to hide in the nearby pine forest as several tank-sized quad-walkers roared to life and climbed down from the undercarriage on hooked feet. Technicians, including a few ponies, double-checked their stations for any fault or glitch that could possibly disrupt the combat systems. No-one slowed or showed their fear of fire and death as they ducked and dodged each other with practiced efficiency.

The defenses were primed, the soldiers deployed, and the last shout faded under the magnetic hum of the charged MAC.

Then, for one startling moment everything seemed to stop. Gunther recognized the sensation, that mocking calm where the world stood tensed for a blow that had not yet landed. In that peculiar instant, the buzz of electricity was replaced by the screech of steam and gears as he faced down not space-going destroyers, but a massed charge of Toucanian Juggernauts. The flashback was over in a blink, and though the present lacked the haze of smoke and acrid stench of grease he saw the same choice echo across the years: give up or go down fighting.

_I guess the old saying is true,_ he mused as the radio crackled out a final order. _War never changes._

"_Fire!_"

The Cannon, joined by a dozen others across the countryside, screeched like a defiant god and spat out a lance of light that speared the cruiser with a luminous lattice. A few shots went wide and wasted their fury on the shields, but more than enough slipped through holes over the vulnerable weapon ports. The alien craft shuddered as its plasma-engorged armaments burst, vaporizing much of the outer structure and flooding the remains with fire. The energy shields now served to hold back the blast, jetting miniature solar flares from the still-open gaps as secondary explosions ripped into the ship's core.

Both sides watched in disbelief as the oblong star began to fall, slowly at first, but picking up speed as the anti-gravity generators disintegrated. Still, the distance was such that by the time it reached the ground, the plasma had vented away to reveal a twisted, glowing testament to Covenant durability. The impact shattered the strained shields, releasing a wave of pent-up heat that turned the plains into a scorched wasteland and could be felt for miles in all directions. Anything too close to the epicenter was baked by the blast, and even the _Indomitable_'s crew, distant and sheltered as they were, flinched from the burning wind.

Again the world seemed to pause, this time stunned silent by the feat just performed.

Then the rest of the looming armada doused the burgeoning lights of their own weapons and retreated higher into the sky. A cheer rose up, triumphant with the proof that the mighty leviathans above could be slain, yet at the same time subdued by the fact that their occupants would be more than willing to return the favor personally.

* * *

><p><strong>CAS <strong>_**Crucible of Fate**_

"What. Was._ That?_"

Crewmen recoiled from their superior's gaze, but Arga was too consumed by outrage to care. A supposedly-primitive planet had just destroyed one of _his_ ships without suffering retaliation. That was akin to having fecal matter thrown in ones face and _thanking them_! But until the source of the strike was revealed he could not risk any more of his ships to such dishonor.

So he asked again, "What just _happened_?! Bronze-age barbarians don't shoot down a cruiser of the Covenant without a weapon! _What was it?!_"

"Human treachery." To the Fleetmaster's surprise, the response had come not from one of his own officers, but from the still-open conference line with the Jiralhanae Chieftain. Turning back to the view screen, he bade the brute to continue. "The planet has been seeded with surface versions of the humans' devastating coilguns, scores of them if that one volley is any indication. They aren't as powerful as the space-born models — only a frigate's shields would be at risk of failing, but if your shields were lowered, in this case to open fire, they could still do significant damage. Add to that catastrophic backfiring on six fully charged plasma cannons, and it's a wonder anything was left."

Darrinus was grinning as he spoke, though the Sangheili could not fathom why. When confronted on it, however, he bared his teeth wider and revealed, "I had planned on simply chasing off the lone human ship, but if they can hit us in orbit, then we can attack without fear of dishonor. With your leave, of course."

Again Arga scowled at the smug savage, but this time he could not help but chuckle as well. "Fine, go claim your bloodbath. Tear down their weapons and clear the way for a proper glassing, and may the stones run black with your blood. Good riddance!" The view screen cut off, hiding the chieftain's look of disbelief as his contemptuous superior unknowingly spoke the ancient blessing of battle.

With a shrug, Arga switched the screen to show the engagement. Ships spread across the planet, loosing clouds of dropships and support craft, barrages of insertion pods and Scarab walkers. Contact reports streamed in, telling of fierce resistance from strange vehicles and creatures, but that did not worry him. The Jiralhanae would be more than enough to storm the world. It was all they were good for, after all.

* * *

><p>Author's notes: First blood goes to the Griffins, with their walker-mounted MACs!<p>

I feel like I must admit, the Siege Leviathan _Indomitable_ was based almost entirely off of the Land Leviathan unit from an obscure game called Rise of Legends.

Also, I'm taking artistic liberties with the Jiralhanae's (Brute's) culture, since what little is known doesn't mesh with a species that had actually reached space-faring status on its own. Consider Darrinus's clan a holdover from more… decent times.

As always, thank you for reading, and please tell me what you think! Next time, the true battle begins!


	20. To Battle

Disclaimer: My Little Pony Friendship is Magic is owned by Hasbro. Halo is owned by Microsoft and 343 Studios. I have no stake in either and seek no profit from this work. This is purely a fan creation.

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><p><em>Canterlot Statue Garden<em>

Celestia glowered silently beneath her helmet, any pretense of serenity now abandoned. She had never particularly liked her Solaris Armor. The gold-enameled adamantine plates weighed a literal ton, encumbering even her prodigious strength. Instead of simple holes for her wings and horn, it possessed bladed sheaths that felt unnatural and constrictive on those sensitive limbs. And the glow! Oh how she hated the way it blazed like the desert sun, telegraphing her presence to anything with eyes and many things without. That even the most basic of technology had to be delicately shoehorned in and it _still_ offered nearly-unparalleled protection in a firefight only seemed to rub salt in the wounds she would surely never receive.

Still, physical discomfort was but one reason for the princess's foul mood. There was also the startling change that had overcome everypony around her. Omar's normal stride had been replaced by a predatory lope as his head swiveled in unceasing sweeps, followed perfectly by the heavy-machinegun harnessed to his back. The other ODST had followed suit to lesser degrees, ranging from Martha's almost-relaxed swagger to Jason's distant, hawkish vigil (at least, she assumed that was what it was; she actually had trouble keeping track of him even with her supernatural senses).

Even Shining Armor, one of her native Equestrians, seemed to have taken on an air of restrained fury as he trailed her dutifully.

As much as she wished to confront him on this new temper, the final source of her own disposition was now in sight: Discord, leaning coolly on the shadow of his own statue. Freeing him was the only task left to her before battle was joined; she had made quite certain of that. She had even donned this damnable armor first!

_He'll probably be flattered that I'm willing to endure an unbreakable wedgie just to avoid him,_ the princess thought with a short-lived smirk. The statue remained exactly as she had left it: frozen in a display of abject terror, arms outstretched in a futile attempt to ward off the Elements of Harmony. The draconequus himself on the other hoof regarded her as one might a relative known for bringing presents. Considering the subject and gift, she found the look nigh-insufferable.

A few quick strides brought her to within reach of the stone figure, but there she hesitated. Did she really want to do this? After the struggles to seal and re-seal the rebellious spirit, could she actually trust him to cooperate? True he would probably do anything to keep from being imprisoned again, but if something happened to remove that threat over the course of the battle…

No, there was no time for such doubts. She was already receiving reports of contact on the eastern seaboard. It would reach Canterlot soon and the caverns and tunnels below still bustled with refugees, the evacuation ships not even half full within the hollowed-out mountain. The Covenant couldn't be allowed to destroy them, at any cost.

Even if one of those costs was annoying beyond belief at the best of times.

Sighing in resignation, Celestia pressed her horn hard enough into the effigy's stomach to leave a divot and carved a small hexagonal sigil into the stone. With the final flourish the mark began to glow with a shifting rainbow of light, but the alicorn spared it hardly a glance before obscuring it with a gold-clad hoof. For once she was thankful for her stuffy beacon of a helm, for it hid her brief look of consternation as she forced a mental command that she prayed she would not live to regret.

_Open._

The living draconequus flared with blinding light as his petrified counterpart shuddered and somehow turned an even duller shade of off-white. An ominous, triumphant cackle split the air, its supernatural insanity causing even the hardened ODST to tense in unease. Shining Armor stepped back in fear as the flash faded and he saw for the first time the wild, towering form of Discord at full power. Only Celestia appeared unfazed as she lowered her hoof, revealing her rune to have dimmed to near-lifelessness.

The princess turned to address her Captain of the Guard, but paused when his attention remained fixed on the still-laughing Discord. She quickly dismissed being baffled by how such an overextended chortle managed to entrance somepony as dutiful as Shining Armor, and instead decided to not waste patience on the chaos spirit's antics.

"_A-hem._" Everypony's focus immediately snapped to Celestia and many of the native guardsponies offered reflexively-sharp salutes as well. Discord turned to the east with an equally serious face, but was ignored while Her Majesty spoke, "Have the Discord statue loaded onto one of the evacuation ships; strap it to the hull if you have to but make sure it leaves this planet. In addition, leave a note for Luna: is she receives word that Discord has betrayed us or does not receive word from us within one month, He is to be sealed again by having somepony place their hoof on the rune like so," she replaced her hoof on the deadened sigil and allowed herself a well-concealed grin, "and think _Close._"

The draconequus vanished without a sound, leaving only a colorful afterimage fading in his place. The statue shook again, more violently than before, and took on a sheen like finely-cut marble.

"Other than that, she may handle the statue however she wishes as long as it does not break,"Celestia finished without giving any indication that she noticed the resealing, adding, "Perhaps set it up in the embassy once that's finished," as an afterthought. Before removing her hoof however, she fixed her prisoner with a threatening glare. _Open._

Discord reappeared in another rainbow-colored flash, awe-tinged disbelief clear on his face and clearly directed at the alicorn. For a strange moment, the gaze was held. The Spirit then burst into laughter once again, though it was now that of one fairly bested at his own game. Celestia watched in confusion and barely noticed the statue levitate away between two guards. She knew they would perform their duties, but she was hesitant to ignore anything Discord found funny.

"Oh-hoho, you have been learning, haven't you?" he eventually gasped out to everypony's continued bewilderment. A few deep, giggling breaths later, and he had regained enough control to offer an exaggeratedly deep bow. "Bravo! Not only do you have me by the throat, but you've already got plans to keep me under control. Why, you could count the number of times this has happened on one hoof! You and your constant plotting have my respect.

"Of course, I've already sent your little scheme to the moon," he admitted, sidling up to and leaning confidently on the princess. "A matter of principal, you understand."

Celestia let out a defeated sigh, knowing anything she tried to do to the spirit was now futile. The two stallions that were supposedly carrying Discord's stone self came rushing back, but several glares that wordlessly shouted, "We know," silenced them before they could speak.

"Fortunately for you, I'm willing to cooperate anyway." That made everypony jerk their heads up and stare at him, which earned another chuckle from the surprisingly-un-rebellious spirit. "Hehehe. I love that look, like reality has sprouted another head and you just don't even. In fact…" He hooked his tail under the back of Celestia's helm and lifted it — as well as the only other face-concealing helmets present, those of the ODST, out of place to the sound of slide-whistles. The cheeky grin he had sported froze on his face when he was met with five level gazes and a scowl.

"Discord," Celestia growled patiently. "There is no time for your jokes."

"Oh, come now; why so serious? It's the end of the world! We're all going to die, and I for one want to go out laughing."

"Aren't you supposed to be some sort of god or something?" somepony called out. "Can't you just, y'know, blast all the ships to smithereens?"

Discord _hmm_ed in thought for a moment, then gripped his yellow eyes like a pair of binoculars and turned to the east where a set of shimmering purple mountains seemed to be rising out of the edge of the world itself, visible to the naked eye even at such distance. Everypony who followed his gaze paled, many of them gasped, and at least one guardspony fainted from fright, but he paid them no heed. It was not until after the largest of the shapes had fully breached the horizon that he lowered his eyes from his face.

"Nope," he declared without bothering to turn around. "I might have been able to handle some of the little ones back before The Deal, but _now_? Against _those_ monsters? Wouldn't even scratch the paint."

Celestia snorted in irritation. "We don't have to destroy the ships; The Cannons will keep them out of the picture. We just need to defend them and the evacuation ships for as long as possible. Surely you can accomplish that after your stunt in Ponyville last year?"

"Don't expect anything so grand," the spirit replied, pouring his eyeballs into his mouth and gargling. "I was pushing my limits redecorating that one little town. Stretch me across an entire planet…" He physically stretched himself out, becoming thinner and thinner until he disappeared altogether. "… and I may as well not even be there," his voice finished from everywhere. He returned to normal with the sound of snapping elastic and finally swallowed his eyes. They reappeared a blink later in each-other's sockets.

Celestia rolled her own eyes as she stomped away. "Just do whatever you feel like," she shouted back. "That's all you ever do anyway."

Soon the city's guns came alive, working in furious vanity to thin the sea of aircraft descending on Canterlot. As the comm-lines came alive with noise, Omar's ears grabbed at one word in particular that kept cropping up: "Brutes." _It's about fucking time._

"Omar," Commander Johnson's voice warned as if reading his thoughts. "Stay focused."

"Will do, Commander," he replied absently, his thoughts drifting to the last bare spot on his bloodstained machete. "I always do."

* * *

><p><strong>CAS <strong>_**Crucible of Faith**_

**several minutes later**

Arga frowned slightly as he pondered the trio of icons that had suddenly appeared on the combat map. They were clustered relatively close together in the center of the region labeled _Equestria_. One was titled "Elements," and sat on top of the city of "Canterlot" near the tip of a large mountain. The second, called "Bearers," occupied most of a small village nestled in a valley of those same mountains. Finally, "Tartarus" marred a vast forest to the south of both other marks.

None of those words held any particular meaning to the fleetmaster that would call for their use there.

"What are these?" he asked the obvious culprit. He could not see the Nightmare at the moment, but knew it could hear him. It seemed to know everything he did and said.

"Points of interest," was the reply as sure enough the familiar black cloud billowed out from a nearby panel —much to the terror of the officer manning that station— and flowed into its usual spot of encompassing him just shy of actual contact. It was yet another habit that he found wholly unsettling, but he grit his teeth and shot the daemon a look slightly more irritated than questioning.

"The Elements," it elaborated, "are a set of artifacts that, if triggered, could cause serious complications for our forces."

"Artifacts?" Arga asked as the entire bridge focused its attention (somewhat unwillingly) on the Nightmare. "There are relics of the Forerunners here?"

The resulting laugh was as usual cruel and mocking, but also held a hint of what could hesitantly be called genuine amusement. Several Sangheili growled indignantly, but it continued heedlessly. "Ahaha! I sometimes forget the naiveté of you mortals," it derided, "thinking that everything revolves around your faith. Even _I_ am old enough to have watched your _gods_," the word oozed sarcasm, "crawl from the primordial muck, and the Elements of Harmony are older still.

"But that is beside the point. The Elements must be captured, _not_ destroyed. If they somehow break, they will reappear on their respective bearers and activate immediately. At that point victory may be very much in doubt, if not impossible."

Even the Fleetmaster's eyes widened at that. A force capable of halting their holy onslaught in its tracks? It didn't matter what the Nightmare said, such power could only have come from their Lords.

However, it _was_ correct that that issue was irrelevant for the moment. "And how do we prevent these weapons, these… Elements of Harmony from firing?"

The Nightmare fought to suppress another chuckle at the irony of the most powerful tools for peace being placed in the same group as common firearms, especially given how accurate that was under the circumstances.

"Simple," was the response as it sank an ephemeral tendril into the projector. Twelve images suddenly overlaid themselves on the map: six members of the local civilized species known as 'ponies', each paired to six pieces of jewelry; five golden collars and a wiry tiara all set with colorful gemstones that matched the markings on their flanks. Arrows shot out from the ponies and converged on the icon marked "Bearers," while the finery was similarly connected to the "Elements" icon. Even an Unggoy could not have missed the implications. "Kill the bearers."

Arga grinned savagely and flexed his claws, eager for the glory of killing such mighty foes. "I will lead the hunt for them myself. Even these living weapons can't defeat the full might of the _Crucible of Faith_."

"That won't be necessary," the specter dismissed. "Without the Elements themselves, the Bearers are only as dangerous as the average pony, give or take. Send some of your own warriors if you wish, but most of them will likely be needed to take the final point: Tartarus."

"What does the High Chieftain of the Jiralhanae matter here?" one Sangheili asked, clicking his mandibles in confusion.

The Nightmare actually formed a set of eyebrows simply so that it could quirk one in bemusement. "He doesn't," it stated flatly. "In the local language, the word literally means 'Prison of the Damned,' and a sizable host of my own forces is trapped there."

"And you think it will take the entire complement of an Assault Carrier to take a single holding facility?" Arga accused, unable to keep the incredulous tone from his voice.

"They've had months to build defenses and lay traps," it hissed back, "aided by the most cunning and powerful spell casters on the planet, not to mention whatever tricks and weapons the humans might have supplied. Besides, overkill is my favorite strategy."

That at least appealed to Sangheili sensibilities. "Very well, if you have nothing else to impart-"

"Actually," the Nightmare started before Arga could issue his orders. "If you still wish to take the field personally, I know of an enemy more than worthy of you. Guarding the Elements of Harmony is a being many revere as a goddess, and with good reason. She could easily hold off your forces for quite some time if left to her own devices."

Many officers glowered at the word 'goddess,' and a few even managed to quash their fear long enough to glance at Arga as he derisively snorted, "How long could one blasphemer possibly forestall judgment?"

"Several days at least, maybe as few as three if your soldiers are lucky and she isn't well rested."

Professional diligence gave way to astonished, fearful mutterings. Some laughed at the apparent exaggeration, but they were few and soon fell into nervous silence. A handful, the fleetmaster included, made no noise at all as they wrestled with a sense of dreaded recognition.

Arga suddenly whirled back to his command console, muttering, "It couldn't be," as he reared up to bring both forelimbs to bear on the holographic icons.

"Couldn't be what?" The Nightmare asked. Of all the reactions it had thought bringing up Celestia would cause, it hadn't even considered this one. Fear, yes, but it was as if its apprentice had just been told he would be fighting the Boogiemonster. That the Sun Princess had personally slain that particularly vicious masterpiece was beside the point; what terror could possibly make an 'ascended' zealot fret like this?

"Since the beginning of our war on the Humans," he recounted with foreboding, "there have been reports of Demons, abominations they call the Spartans. Few alive have seen them; fewer still have faced one in battle and survived. Wherever they appear, ships fall from the sky and entire legions vanish in the night. It is said they call fire from the earth with a gesture and tear down mountains on a whim, that they can fight for days on end and can never be slain. A heretical few even cite them as proof that our war goes against the will of the gods."

_Impressive_, it admitted to itself as it watched Arga turn to the main display and wait for his frantic command to bear fruit. "Have _you_ ever spotted one of these Spartans?" it probed, but the screen lit up before it could receive a response.

The image, identified as _Phantom 9932029 "_Obscure Adherence_" forward turret camera_, was skewed to a strange angle and partially obscured by debris and distorting static. Through the haze they could see an embattled city street, the firefight already all but over. As they watched a pack-chieftain (Arga blamed Darrinus for being able to tell the Jiralhanae's rank at a glance) lead a doomed charge across the field in a desperate attempt to bring his hammer to bear. On the far side, a mass of ponies returned fire while rallying around a large figure clad in golden armor that blazed like the sun, though the being itself did not move. Most of the attack was cut down within seconds, but the chieftain had managed to activate a piece of equipment that the higher-ranking Brutes were infamous for: a Shield Overdrive.

The raging ape surged forward like a juggernaut, completely ignoring the bullets and rockets from behind his shields. Within moments he reached the pony lines, releasing a bellow as he brought his maul down on the figurehead.

As ponies scattered the figure brought one metal-sheathed wing forward to block the blow. The stone at its feet cracked, but even with a pulse of pure gravitational force bolstering the strike its legs buckled only slightly. Then it snared the hammer's haft in one blade-like plate and yanked the weapon away with a deft flick of its wing.

The chieftain was visibly shocked, but managed to release his grip before his was dragged from his feet. Unfortunately his opponent was not finished. It reared up and kicked, the blows somehow staggering him even through his overshield until he tumbled and fell to his back. It then brought both hooves down, shattering then supposedly-invulnerable barrier and punching through his chest, armor, bone and all. Even Arga was impressed with the Jiralhanae's tenacity as he futilely clawed at his killer's head until one of the ponies walked up and ended his struggle with a shot to the head.

Silence filled the bridge like cement, thick and unbreakable, as the distant warrior stepped out of its most recent victory, not a speck of blood or filth clinging to its armor. It turned back to its allies and encased them in a yellow glow much like that of its armor. Though the quality of the video made it difficult to tell what exactly this accomplished at first, the healing magic became apparent when one of the enemy infantry flexed a wing that had hung limply at its side until then.

With the final display of power over, the towering juggernaut left, and soon after the feed cut off. Despite this, it took a warbling tone at one of the smaller stations to draw the stunned Sangheili back to reality. They returned to their duties one by one, until only the fleetmaster remained idle.

"That…That was no Demon," he said with a long, shuddering breath as he whirled on the Nightmare. "That was a god! A force of nature! What world have you led us to where we have to face such monstrosities?"

The Nightmare smirked. "I told you, Celestia has given many reason to worship her through displays like the one you just saw. But if she does lay claim to the title of deity, then who better to face her than another god?" When Arga still did not leap to the challenge, it added in a mocking tone, "Don't worry, I can come along too if you're afraid."

The reaction was so fast that even the participants had difficulty following it. The moment the last word, the accusation of fear, left the Nightmare's mouth, Arga had tensed. An eye-blink later, he stood over the shadow, wings flared, with one taloned foot pinning the offensive orifice to the floor and the other hovering perilously close to an azure optical. The energy projectors in the corresponding gauntlets hummed in tune with the white-blue plasma coating his claws.

And most surprising of all, he thought he detected the barest hint of fear in those blue orbs. If it existed at all, it vanished before he could focus through his blind rage, but that mysterious gleam was enough for him to be satisfied with the show of force.

"I fear no foe," he snarled before flicking his blades off. _Not even you,_ he added silently, noting with satisfaction that the Nightmare's vaporous form looked somehow stiff and burnt where the weapon had pierced it.

"And, even though I would be remiss in my duties as commander of this assault," he continued in a clipped tone, suddenly aware that the room was once again silent with all eyes expectantly on him, "to go gallivanting across the front lines whenever the fancy strikes me, I can tell that this false goddess is an obstacle that will require my personal attention to overcome."

Though he loathed to admit it even to himself, Arga was… not frightened _per se_, but at least duly intimidated by his glimpse of this _Celestia_'s prowess and he was certain that his officers had picked up on it. If they had they made no remarks when he ordered strike teams sent after the Bearers and the remainder of the _Crucible_'s legions to assault Tartarus. Some even offered respectful nods as he passed, as if to say, _you are doing something even _I_ wouldn't dare to_. Comforting as it was to know others shared his trepidation, he was soon alone in the ship's corridors.

Well, almost alone. He could still feel the quiver of what his body erroneously insisted to be terror, the raised hackle as controllable as his own heartbeat, indicating that the Nightmare still haunted him.

"And what do you want now?" he growled dully as one of the nodes for the intra-ship teleport system came into view.

"Just thought I'd tag along," was the reply. "I make it a point to personally take part in my foes' defeats."

Arga had to brace himself upright using the chamber's walls and scrunch his wings against his sides, but he managed to fit inside the cramped device. Meanwhile the Nightmare easily flowed into the space around him, although it was forced to dissolve its mouth and eyes in such close quarters. After an indescribably brief instant wherein both ceased to exist, they emerged from a similar station near one of the starboard hangars.

"You don't mind me joining in, do you?," the Nightmare asked the moment they were free of the teleporter, though it took Arga a moment to recall exactly what it was talking about. He had never enjoyed teleporting. The undefinable sensations muddled his mind and he was secretly terrified that the machine would malfunction and leave him somewhere dangerous or, worse, nowhere at all. Unfortunately, even high-velocity grav-chutes were not fast enough for combat situations onboard a ship as large as this.

Against the muted warnings in his head, he offered a noncommittal yet vaguely affirmative grunt before he could reacquire his bearings.

A conspiratorially hissed "_excellent_," was his only warning, futile as it was in his disoriented state. The Nightmare brushed aside his confused mental barriers and poured into him almost unimpeded, its power once again coursing through his veins like black fire. The pain and corruption left him feeling no greater than before, just as it had that first time, but this time seemed less terrible. The burning was numbed slightly, as if it licked at an old scar instead of fresh flesh, and the unworldly filth had him merely wishing for a thorough cleansing cycle instead of a purging via Holy Fire.

It was over before he could blink, and he was now the vehicle of that cursed abomination once more.

On the other hand the shock had jarred his brain back into working order. If anything, he was even _more_ focused on disposing of that walking blasphemy, the self-declared goddess Princess Celestia.

_That's the idea,_ the Nightmare thought at him. _Keep your_ e_yes on the prize. Nothing else matters, and nothing can stand in my way._

_Nothing can stand in my way,_ Arga echoed, not even noticing his guest's slip. He did not see the bustle of the hangar as he stalked through it. He did not hear the crew's startled gasps as he leaped out into the open air. He did not even feel the rush of wind as he took flight for the very first time.

All he knew was the shining armor of his enemy and how glorious her fall would be.

The Nightmare, meanwhile, was settling in to enjoy the show when a presence tapped against the edge of its consciousness. "_What kept you?"_ it shot over the link the moment it opened.

"_Apologies, master,"_ a familiarly gruff voice replied, _"but I could not find you until just now."_

"_It matters not. Gather the others and what forces you can-"_

"_But!-"_ the voice disrupted in a panic before being itself cut off.

"_Do not interrupt me when I am speaking!"_

"_But there _are_ no others! Even my own hold was attacked, overtaken by the ponies and their weapons of fire and steel! That they overlooked my phylactery is a miracle, but everything else was destroyed. I haven't even ventured from the vault out of fear that they might return to finish the job."_

After taking a moment to quash its disbelief, the Nightmare said, _"If you are all that is left then you will go alone, but you _will_ obey me!"_ Nothing but hesitance echoed across the link, despite its forcefulness.

"_You have been my one of greatest disappointments, Grogar,"_ it continued at length. _"Power over death itself, and yet everything you touch ends only in retreat and disaster. If you truly are anything but a failure, then this is your last chance to prove it. A great host now assaults this world at my bidding, but recent developments have put their abilities in question. That is why I have directed them to take Tartarus and unleash the forces imprisoned there."_

"_The Black Horde? Cerbera's Bane?"_ Gorgar asked with no small amount of awe. They were after all speaking of the only army the Nightmare had commanded personally, one so great that each of its components was a legend in itself. Basilisks, Jabberwocks, Fenrirs; mention of the terrors from its ranks could even now instill fear in the stoutest of hearts. Indeed, it had only been tales of the ravenous Jormungar worms that had kept a young Grogar in line for as long as he had.

"_Yes, along with anything else that may have been added since,"_ the Nightmare confirmed. _"Unfortunately, I am otherwise occupied and the Covenant lacks the… delicacy to unravel the Tartarus Rune safely. Thus I leave the task to you. Free my followers and I will allow you to lead them in my stead. Fail and you may as well throw yourself in with them."_

"_Then I shall not fail,"_ Grogar pledged. _ "It will take me mere hours to reach Tartarus, and minutes to crush any resistance there. Your legions will be ready before the sun rises."_

* * *

><p>Author's Notes: I think that's about as serious as Discord gets.<p>

It's kind of surprising how hard this chapter was to write. There's a bunch of things I wanted to put in but couldn't, several that I added on the spur of the moment, and even entire sections that had to be moved to next chapter.

But all in all, I think this one is pretty good.

And before you say it, yes. When decked out in armor forged by the best craftponies of a bygone age using the strongest material on the planet and enchanted by the greatest casters of the generations since, Celestia does become somewhat OP. But will it be OP enough to face the Nightmare of Sanghelios?

Will Grogar survive the river of blood that will soon be Styx?

How well will Canterlot and Ponyville weather the war?

What is Omar's deal with Brutes?

How many red herrings have I left hanging in the wind?

These questions and more will be answered before the story's end, so stay tuned!

And again, I read and appreciate any feedback I get. Am I getting too wordy? Should I use more in-depth descriptions? Whatever it is, keep it coming, and hopefully I won't wander off again.

Also, almost five thousand words! Not an academy record by far, but it's a personal best for me!


	21. Crusader's Folly

_Somewhere in Ponyville_

"Are you sure about this, Scootaloo?" Sweetie Belle asked, worry clear through her pink curls and illuminated by the pale green light flickering from the tip of her horn. The orange pegasus she addressed was practically vibrating with excitement while Applebloom, the cream-colored third crusader, studied the walls of the barrel curiously.

"C'mon Sweetie Belle, trust me. This'll be the awesomest cutie mark ever! Besides, you only live once, right?"

"That's what I'm afraid of."

"You're not chicken, are you?" Scootaloo scoffed, flicking her scruffy purple mane.

Applebloom sniffed the stale, strangely-scented air.

Sweetie tried to puff herself up with indignation, but the uncertainty in her squeaked "N-no!" ruined the illusion. Her friend quirked an eyebrow to make it clear that nopony was fooled. "It's just that everypony else has been so worried about it," the white filly finally admitted, slumping against the wooden walls of their hiding place. "I mean, some of them were saying that-"

"Hey girls," Applebloom suddenly interjected, "What was in this barrel before us?"

Once the question registered Sweetie Belle jerked away from the wall in panic, flinching as tufts of white fur stuck fast to the wood. A thin sheen of resin coated her back, causing both her and Scootaloo to scrunch their faces in disgust.

"Ew! What is this stuff?"

"Ah don't know! Where were we when we jumped in?"

"Somewhere near the edge of town, ask Sweetie Belle."

"Why would I know?"

"Weren't you paying attention?"

"Um… Yes?"

Applebloom facehoofed and Scootaloo slammed her head into the wall, grimacing as she too became a victim of the mysterious sticky lining. "That's it," Applebloom declared. "Somepony boost me up so's Ah can have a look around."

Standing on top of a shaky Scootaloo, the red-maned farmfilly lifted the (thankfully clean) lid with her head and braced her forelegs on the lip. "Ah don't see anypony, but – Hold still, Scoots!"

"You try lifting yourself sometime!" the strained pegasus shot back. Her brief distraction cost her however, and she buckled under the weight.

As her friend tumbled out from under her, Applebloom somehow maintained her grip on the barrel's edge but was unable to prevent her underside from hitting the inner wall. Suppressing a shudder as the adhesive smeared her stomach, she took a quick glance and dropped back down to find her friends once again prying themselves from the wall. "We're right 'cross the street from the Quill 'n Sofa," she reported with a snicker while wiping at her soiled fur.

Sweetie perked up. "East side or north side?" she asked. Applebloom tilted her head uncomprehendingly. "Could you see the door?" the young unicorn offered hopefully.

"Ey-Nope. Why?"

"Mr. Davenport's shop is on a corner," the white filly explained, "so there are two buildings across from it: Noteworthy's Instrumental Rentals in front and Maple's Syrup Shop to the side." She puffed her chest out with a smug grin, proud that she could remember something like this off the top of her head.

For a moment, the other two crusaders stared surprised at their friend's bizarrely-selective memory. "What are you, a map?" Scootaloo teased while Applebloom thought on what Sweetie Belle's revelation would mean.

"But that would mean we're at tha syrup place…" she began, but stopped when she and her friends figured out what they should have suspected from the beginning.

"Tree sap."

* * *

><p><strong>Ponyville Evacuation Tunnel Entrance #4<strong>_ (Sugarcube Corner)_

"I'm telling you, Time Turner—" Twilight argued into her helmet, "the Model 6 Grindell/Galilean Nonlinear Rifle does _not_ have a continuous fire mode."

"And I'm telling _you_," the tinkerer shot back, "It does now."

"But you can't just—!"

"Now shush! I still need to add a few finishing touches."

She dropped the issue with a defeated groan and turned back to the commandeered bakery.

It was a sad sight despite the colorful paint and decorations that nopony had bothered to take down. Some ponies were helping to reinforce the walls or board up the windows, while others were trudging through into the cellar where they would enter the Diamond Dog built tunnel system and find transportation to Canterlot. Foals clustered around their elders, talking quietly with their friends and occasionally asking after somepony not present. Every few minutes there would be a tearful goodbye full of halfhearted promises to meet again.

Twilight was still not sure which of them got to her more.

Seeking another distraction, she tuned her radio in to one of the other tunnel entrance channels: Her library.

"Hey Spike, how are things at home?" she asked, both thankful and worried that her number-one assistant had insisted on staying behind to help. Even if he _was_ almost as tall as Big Macintosh now, he was still her little helper and she did not want to see him come to harm. _Unfortunately, _she lamented,_ he learned his debating skills from the best._

"Everything's fine over here," Spike rumbled back. "It's still weird to watch everypony go into the basement, but at least the evacuation's almost over."

Twilight nodded, still not used to his new voice. At least it had changed somewhat-gradually this time instead of literally mid-sentence. "Good to hear. I hope it isn't as depressing as it is here."

"Hey Twi," Rainbow Dash cut in over her own comm unit. "You might want to hurry things along. We got incoming."

* * *

><p><em>Cutie Mark Crusaders Temporary Hideout #258<em>

Time passed slowly for the hidden foals, the wait broken up by the tense chatting of passing ponies and the by-now-almost-familiar rumbles and whines of the human machines. What little conversation the three might have struck up in the interim halted when—as luck would have it—their barrel became cover for none other than the Ponyville timekeeper and gadgeteer, Time Turner.

"And I'm telling _you_, it does now," he argued with somepony over the radio in that accent that nopony really believed was from someplace called Brayton. Some hefty device landed on the lid with a rattling _thwump_, and the creaking of stressed wood mingled with muffled buzzing as the mysterious stallion fiddled with his whatever-it-was. "Now shush! I still need to add a few finishing touches."

The Crusaders huddled together in their barrel and waited, fear of discovery keeping them silent. Outside, their unwitting guard began to murmur to himself. At first he was simply spouting technobabble as he worked, but once the task was done he fell into muttering dark thoughts, broken promises to strange names, and ideals he was now forced into abandoning. They became increasingly uneasy of eavesdropping the longer it went on, almost to the point that they were willing to reveal themselves just to get away from the scary pony that had apparently replaced the quirky brown clockmaker they had known for years.

Before they could, however, the talking stopped. In fact, all noise seemed to stop. No birds chirped, no hoofsteps sounded from the road, and even the growling of the vehicles seemed to hide away.

The fillies held their breath, partly to avoid being heard in the stunning quiet and partly in fear of what would happen when it broke. It was as if the Millennial Summer Sun Celebration had come again, and all of the terror of Nightmare Moon's return had been funneled straight into their barrel.

Seconds slipped by in suffocating silence.

Then Time Turner spoke. "Well, this is it," he said idly, as if whatever was happening was expected, even normal. "The point of no return. If I run now, I might just make it."

Another second ticked by. Ephemeral whines and undulating rumbles rose in the distance, more alien than anything the Crusaders had ever heard.

"I was tired of running anyway," Turner chuckled. "Think I'll give the youngsters a shot at it."

The unearthly noises were soon joined by others, all drawing nearer with each passing moment. Explosions shook the ground as gunfire rattled their teeth and rapid, deep _thump_s reverberated in their stomachs. Voices could also be heard shouting and screaming in the cacophony. Many of them were familiar, but for every pony there were dozens of nightmarish bellows and warbling shrieks.

The sounds of battle grew louder and closer until by the time it reached them almost a minute later it seemed to drown out all else. Even insulated by the wood and resin of the barrel, Applebloom, Sweetie Belle, and Scootaloo could not think through the roar. They huddled together in the center, as far from any of it as they could manage. Panic began to set in in earnest, their breath coming in jerks as the walls closed in and their imaginations painted terrors to match every howl and groan. Only one coherent thought echoed in all three minds: _This was a mistake. We shouldn't have stayed. We should have left when we had the chance, but now it's too late they're everywhere and they're gonna find us and eat us and we're gonna _die_!_

Suddenly a new sound tore through the din. It wasn't a monstrous growl or somepony screaming or anything they had ever heard before. It was something else, something elementally powerful, like a bonfire and a waterfall and the tearing of paper all happening at once. And as close as everything else had felt the new noise was closer still. It was right above them, weighing down the lid of the barrel.

_This must be what Time Turner was doing,_ they realized with wide eyes. If they strained their ears they could even tell that he was shouting something, if not what it was.

Whatever it was, the sound helped. Its power - somehow pure despite being unnatural - kept the frightful other noises distant and burned away at their fear. Every few seconds the noise would stop, allowing the roars and screams back in, but the terror was no longer as paralyzing and the "nice" noise would start back up soon after. Thanks to that the three frightened fillies managed to hang on, even if they had abandoned all thoughts of leaving the safety of their hiding spot.

Some unknown time passed, blurred together by consistency into a single long moment. Every now and then a monster would be heard coming closer, but then the noise would come and the monster would vanish. Sometimes there would be another noise at the end, like a big wave crashing in the distance. In-between the bursts of the noise they could hear Turner saying thing about the monsters that they were fairly certain young fillies weren't supposed to hear.

Then something happened. A feral, vulture-like screech pierced through the comforting sound from above, and instead of disappearing like all the others had it landed on top of where Time Turner supposedly was. The earth pony shouted in surprise and his machine stopped.

Though they could not actually see what was happening outside, the sounds of the scuffle painted a clear picture. Something sharp bit into packed dirt as the monster missed its prey, and the pony retaliated by kicking out. One hoof went _ksh_ as it hit a shield of some sort, but the other impacted, electing a startled warble of pain as the creature was thrown away. It leaped back in with an angry _caw_, this time scoring a wound of its own. Turner cried out as he was forced to the ground with a _thump_ harder than gravity alone could account for.

The creature made a sound that almost sounded like laughing as Time Turner struggled beneath it. The meaty _chrump_ of a lucky hit, however, turned its laughter into a noise more comparable to a schoolyard whistle. Turner chuckled darkly at first but yelled in pain again to the sickening sound of something cutting into flesh. The monster screamed a single word, several painful octaves too high and almost unintelligible through the rage.

"_Die!_"

Suddenly something tore through the walls of the barrel from behind the terrified little fillies. Splinters bit into their backs and shot past their heads, but whatever caused the blast thankfully missed them. The wall in front of them followed the projectile outward to attack the monster with wooden needles, and the bullet itself punched a hoof-sized hole straight through its chest. By the time they could get a good look at it, Turner was squirming out from under its corpse.

For Scootaloo and Applebloom, the closest comparison they could come up with was a demonic cross between a dragon and the mythical foal-carrying stork. It was covered in rough, emerald-green feathers from the base of its dagger-toothed beak to the tip of its stiff, muscular tail and it wore a sparse suit of dark metal plates, cracked over its groin and around the hole in its torso. Its powerful legs and nimble forearms both ended in sets of wicked claws, and crimson blood painted the jagged curves on one hand. A glimmering pink blade was strapped to one arm, its tip also dripping blood, and on the wrist of other was a glowing orange shield that vanished before their eyes.

To Sweetie Belle, who had seen something like it in a book once, it looked frighteningly similar to the long-extinct reptiles called raptors.

"Thanks Hun!" Time Turner said to seemingly nothing as he heaved the alien dinosaur off of him. He had a series of bloody gashes leading under the chest plate of his armor and a hole in one foreleg, but he was otherwise fine. The Crusaders even thought they heard Derpy's voice reply from his helmet.

Scootaloo turned around to look through the other new window in their hideout, hoping to see the walled-eyed mailmare who had always been so nice to her. She instead saw the sign for the Quills & Sofas swinging wildly with a sizeable dent in the metal.

She also saw the street, though it had been rendered almost unrecognizable in the time they had been hiding. Several armored ponies crouched behind whatever cover they could, be it the wall of a building, the smoldering ruin of some extraterrestrial machine, or even some of the couches from Mr. Davenport's store (though most of these were little more than smoking ashes by that point). One or more of them were always leaning out to shoot down the street, only for a barrage of lights and what appeared to be glowing spikes to force them to duck back down and let somepony else shoot. The orange filly didn't know any of them as more than acquaintances, but seeing them like this was still scary.

Even worse was what was coming down the street at them. There were more of the lizard-bird things shooting globs of light or pink thorns from behind their glowing shields as they darted to and fro, but they were far from alone. Stubby creatures charged recklessly forward firing lights of their own as armored apes as tall as the Princess urged them on, adding volleys of white-hot spikes to the attack.

Between the two forces lay a field of metal hulks and bodies, mostly of aliens even if some were charred too badly to tell much else.

"You okay, Doc?" called a blue unicorn whose name Scootaloo vaguely recalled as having something to do with stabbing.

"I'm fine," Time Turner assured. "Just a bit roughed up is… all…" The brown stallion looked down at the sound of creaking wood. One side of the barrel that held up his device was bowing out and causing the previously-stable platform to list. Within seconds the planks would snap and spill their most powerful weapon in the dirt. "No, no, no, _no_! Don't do _that_!" he shouted as if it would sway the weakened container one way or the other.

Applebloom glanced from one side of the barrel to the other, gears turning in her head. "This hideout ain't safe anymore, girls," she decided as the wood groaned louder. Sweetie Belle nodded numbly at her but Scootaloo didn't react. Not willing to wait for their friend to snap out of it, the other two fillies grabbed her and tossed her out through a hole to Turner's hooves. Sweetie Belle leaped out next, while Applebloom stayed long enough to deliver a calculated buck to the wall of the barrel that wasn't breaking.

For his part, the brown earth pony only yelped a little when a screaming pegasus filly flew out of the barrel at him. It was enough to draw the attention of others, however, and they all watched in horror as the shocked orange foal was joined by two others, all stained and sticky with tree sap. Luckily the splintering sound of the barrel collapsing in on itself was enough to bring them back to reality.

"I'll call this in," Time Turner yelled at the others. "You all get back to it!" He glanced at the barrel he had been standing over for the past hour, now once again perfectly level if only half as tall. Then he looked at the fillies that had been there for even longer than that without being noticed. They were cowering behind another barrel now.

_How the bloody hell did they manage _that_ one?_ he wondered with a sigh, before keying his radio and turning back to his laser. "Callbox to Ponyville Central, come in Ponyville Central."

* * *

><p><strong>Ponyville Local Command Center<strong>_ (Town Hall)_

The three story pavilion that had served as the village's seat of government since the town's inception was busier than it had ever been. Placed as it was near the center of town and surrounded by the wide, clear expanse of the Main Square, it was an obvious choice for a stockpile and nerve center. A pair of Wolverine mobile AAA platforms stood guard outside, engines growling like their namesakes and ready to maul any incoming aircraft just as viciously. Thanks to them and the MAC batteries at Canterlot, Styx, and Detrot, Ponyville Central had remained almost untouched in the fighting.

_Which is not to say that there's no blood,_ Twilight thought woozily as she looked around the triage that now covered much of the first floor. One would think that plasma injuries would be clean. After all it's pretty much just fire, so it should cauterize any wound it makes, right?

Unfortunately, the only thing that turned out to be "clean" about plasma weapons was that they were more or less painless. The heat fried any nerve endings before they could register the water in the victim's cells flash-vaporizing. That was what did most of the damage; the sudden expansion of steam tearing its way out of the body. While the heat _did_ cause some degree of cauterization, it was only enough to keep from bleeding out for a few minutes. Assuming the wound was not directly fatal, of course.

Luckily the Brutes that were leading the offensive preferred to shoot spikes of white-hot metal, which _did_ seal up their holes rather nicely, even if they hurt like the dickens while doing so.

The biggest nightmare actually turned out to be the glowing pink shards of the Needlers, which had all of the messy bursting of plasma without the pain-killing burns and delivered in a homing gemstone of death. It was for that reason that Applejack was among the groaning patients with Fluttershy hovering over her. The cowpony's armor had absorbed much of the damage, but the force with which the needles had shattered had split her chest plate open and cracked several ribs.

Rarity was also there, but it was to help the nurses while there were no electronic issues to sort out. Pinkie Pie was of course impossible to locate, with reports of her coming from all over town, and Rainbow Dash had last been seen speeding out of town and trailing Covenant fighters.

"_Callbox to Ponyville Central,_" a nearby radio set crackled out."_Come in Ponyville Central._"

Twilight grabbed the microphone in her magic and said, "Strongpoint Callbox, this is Ponyville Central. What's happening?"

"_Twilight, we've got a problem. Three small problems, to be precise._"

Twilight stiffened in horror and several ponies looked over in worry. "Tell me it's not…"

"_It is._"

"But how did they—?"

"_They were hiding in a barrel the whole time._"

"But that's just! … Just! … Just keep them safe. I'm sending pickup now." She teleported away before anypony could stop her.

In the square outside sat a number of vehicles undergoing field repairs or being loaded up with supplies for the front lines. None of them were aircraft, however, and any pegasi that could carry three foals through contested airspace were busy elsewhere. Looking for the next best alternative, Twilight galloped up to a Warthog as it was lowered onto its new tires.

"You there!" she shouted to the sandy-coated pegasus mare behind the wheel, who gave an impatient sigh and pulled her hoof ever-so-slightly away from the gas petal. "Very important mission; you know where Strongpoint Callbox is, right?" The pegasus nodded. "Good. There are three little fillies there; go get them and take them to an Evac tunnel."

The jeep was gone before she could finish, burning rubber through the embattled town.

* * *

><p><strong>Strongpoint Callbox<strong>

The Covenant had quickly fallen back once they figured out that the laser was still operational, as they had likely been counting on it being taken down by the Raptor that had jumped Time Turner. Still, everypony knew they would try something else soon enough.

In the meantime, they busied themselves with patching wounds, passing around ammo and water, grabbing wrecked vehicles to use as cover, and assigning point values to any alien aircraft unlucky enough to wander into sight of their super-weapon (which they had nicknamed Ares). The Crusaders sat near their former hiding place, Applebloom and Scootaloo wincing as Sweetie Belle pulled slivers of wood from their backs with her magic. Pokey Pierce (whose name Scootaloo knew she had heard somewhere) had already removed the younger unicorn's shrapnel and was now occupied with strapping the former-Jackal, would-be assassin's arm-blade to his own foreleg.

A low, whiny hum signaled an abrupt end to the lull. Ponies rushed back to their makeshift barricade and the three fillies hid behind another barrel as a Phantom dropship lumbered slowly and oddly unsteadily over the buildings. Four misshapen metal lumps hung from the underside, each the size of a small boulder, and its engines roared too loudly for how fast it moved.

"No points for hitting that," somepony shouted.

The Spartan Laser opened fire, the red-white ray focusing on the sloped nose where the ship's cockpit and engines both rested. The Phantom managed to drift almost all of the way out into the street in the scant two second it took for the beam to sear through the purple metal, but then it shuddered as the laser destroyed vital systems. The underside latches released their cargo to slam heavily to the ground, and the whole craft tore apart in a blue-tinted explosion. Another six of the mysterious masses fell through the smoking debris, ominous _thud_s ignored as they were buried under the twisted remains of their transport.

The gathered ponies let out a small cheer at having thwarted yet another attack before it could start. The Covenant would either have to find some way to remove the massive ship or else be forced to bottleneck themselves with it, both of which would be a welcome break for the beleaguered militia. On top of that, they could make out the rumble of a Warthog's engine rising out of the background.

"Sounds like it's almost time to get you three out of here," Time Turner declared, ruffling each of their sap-matted manes.

As the car came around the last corner and into view however, all celebration stopped.

The wrecked Phantom was moving.

It shifted unsteadily, like paper on top of an angry bug. Metal groaned and scraps tumbled off of the larger pieces as they rose impossibly into the air, and with a final echoing bellow the pile burst outward to reveal the true nature of the dropship's passengers.

Ten massive figures charged forward, each covered head-to-toe in steely blue armor that still glowed with the heat of their ship. Four of them stopped short and squatted down, vicious spines flaring on their backs, to guard themselves with the long, thick shields at the ends of their left arms. The right arms consisted of thick cannons, which they aimed at the ponies down range as pale-green light flickered in the muzzles.

The six other titans surged forward with terrifying speed and guttural roars, shield-arms cocked back and ready to smash any obstacle they could not simply stomp through with their pillar-like legs.

"Oh shit," screamed Pierce as he and everypony-else dived for cover. "Hunters! It was a freaking _Hunter Piñata_!"

The militiaponies opened fire but Hunters plowed heedlessly through the hail of lead. Even the chaingun of the still-incoming Warthog barely made them flinch as the high-caliber rounds sparked off of their armor. The only time the bullets managed to inflict any real damage was when one slipped into the green, squirmy flesh that peaked out between one's helmet and breastplate. The metal monster tumbled in a lime spray, only for another to let out an anguished bellow and lumber at them even faster.

Time Turner was at his laser in an instant, the red beam lancing out at one of the crouched Hunters. As sturdy as the beast's defense was, it lasted only a fraction of a second before the laser's fury tore it in half.

Turner swung around to the next hunkered giant, not even bothering to release the trigger as the unstoppable ray nearly bisected one of the charging Hunters at the waist. Both fell smoldering to the dirt and another was scythed down while he moved on towards his third target, but that was where his time ran out.

The Assault Cannons flared brighter, letting off an ear-piercing screech as they lobbed a volley of burning green plasma. The fillies screamed and leaped away, but Time Turner did not budge except to bring his weapon down on that third Hunter. Both he and his laser vanished in the blast while the behemoth trumpeted in agony, staggering back a step with much of its torso carved out into a black crater. It swayed and stumbled another few steps while its partner groaned worriedly, then slumped to the ground before succumbing to its wound.

Sweetie Belle, Applebloom, and Scootaloo watched on in horror as three of the remaining Hunters finally closed with the militia lines. Ponies scattered, desperate to avoid a meeting with the devastating bludgeons or the weighty rubble they flung with each swing, but even so the air rippled with almost as many crunching bones as gunshots.

As another Hunter was felled by somepony who had circled behind it, the Warthog sent to collect the Crusaders finally neared its objective. Unfortunately, as the vehicle swerved to make the final approach one of the other two Hunters ran up and smashed its shield into the side. Though driver and gunner both survived the impact, they were forced to bail out as their ride was tossed through the air and rammed top-first into the battle-scarred wall of Maple's Syrup Shop. Barrels and fillies rolled out of the way when it tumbled free, but the turret had punched through the barrier and was torn away to fall inside the building.

Turning on the new ponies, the Hunter roared in alien rage and swung again. The pegasus spread her wings and leaped into the air while the unicorn that accompanied her brought up a seafoam-colored shield and prayed to anything he could that the juggernaut was not as powerful as it looked. The magical barricade shattered like fine china, but the stallion's shattered body smacked into the head of the other melee-entangled Hunter and distracted it long enough for the last surviving militapony Pokey Pierce to drive his newly-acquired Covenant blade into its vulnerable backside.

The Warthog's driver dove between her Hunter's spines, the deceptively-sharp edges shearing chunks of feathers from her wings as she did so, and delivered a solid two-hoofed buck to its rear. The titan staggered only slightly and whirled in retaliation, swinging its shield in a wide arc. Though the mare tried to evade with another jump, her clipped wings caused her to stumble in the air and fall ever-so-slightly back into the path of the blow. Her back hooves actually touched down on the surface of the weapon as it sped beneath her, but the speed at which it was moving swept her legs out from under her with two sickening _crack_s.

Her grunts of pain were cut off by another thunderous stomp.

Satisfied that the annoyances had been dealt with, the Hunter turned to find its next target. It saw the human vehicle, engine rumbling idly as three small ponies scrabbled up the side and into the driver's seat. It had been in battle with humans before; it knew that even unarmed vehicles were weapons in and of themselves if given a chance to gain speed. It was because of that threat that it had attacked the Warthog as it had, and for that reason again it raised its Assault Cannon to the battered transport.

Sweetie Belle saw its raised Cannon arm as she tumbled into the jeep, and she did the only thing she could think of: she screamed. She screamed like she had never screamed before in her life; a shriek so loud and shrill that it seemed to echo across the town. Her friends covered their ears and screamed alongside her, but they seemed inconsequential next to her supersonic tone.

For whatever reason, the Hunter recoiled dizzily from this noise. It shook its head briefly, then drew the limb back into its armor like a turtle and hunkered down like its fellows had. Thus insulated, it went back to charging its Assault Cannon and blowing the nuisance to smithereens, unaware that the noise had drawn the attention of somepony else.

"Oh no you don't!" Pierce yelled as he galloped up behind the mountainous attacker, and with a shout he buried his glimmering blade in its exposed, squirming flesh. The beast bellowed and tried to dislodge the source of its pain, but the crystalline shard separated from Pokey's foreleg and gave off a dangerous whine. The entire back of the Hunter's armor came off in an explosion of pink mist and green gunk, and its gutted corpse fell to the ground without so much as a twitch.

Pokey Pierce stared wide-eyed at what he had done, then looked up to see three stunned-but-alive fillies staring back at him. "You're alive!" He sighed and collapsed into the growing puddle of green slime. "Thank Celestia you're still alive." He brought one shaky hoof to his helmet — as unsteady as he felt, he did not trust his magic anywhere near his head — and triggered his radio.

"This is—" He had to stop and swallow to avoid being sick. Purposefully shutting out the world around him, he tried again. "This is Pokey Pierce from Strongpoint Callbox calling Ponyville Central. _Please_ come in Ponyville Central." His mind hardly noticed the 'please.'

There was a terrifying moment of static, then a voice had had thought he'd never hear again. "_This is Ponyville Central. What's going on Callbox?_"

"Twilight?" Pokey gasped, "Is that you?" Though he had never talked about it, he had had a crush on the quiet librarian since the "Ursa Minor" incident, when she had single-hoofedly put a building-sized bear to sleep and levitated it out of town. Hell, half of Ponyville had been awed by the display, but he liked to delude himself that he was the only stallion with romantic feelings for such a powerful mare.

"_Pierce? Where's Time Turner?_"

"Gone," he whimpered as the full extent of what had just happened hit him. "Oh, Luna, They're all gone."

"_What?_" Twilight shouted through the link. "_What Happened? Just stay calm and tell me what happened._"

"It—" He had to swallow again. "It was Hunters, ma'am. Ten of them, all stuffed into a single dropship. We shot the ship down, and they all burst out a–and started killing everypony. It's just me and the foals now.

"But we killed them," Pokey said with a dead chuckle. "We killed all…" he trailed off. There was something wrong, some detail he was overlooking. Still not trusting himself to actually look at the bodies, he instead replayed the battle in his head and tallied the Hunters as they fell. He then repeated the process twice more, desperate to find something else –_anything_ else he could have missed, but each count ended the same way.

Dread churned nebulously in his stomach, kept at bay only by his frantic doubts. Maybe he was wrong –oh how dearly he hoped he was wrong –but maybe he was right too. He didn't know. He had to look, had to see it with his own eyes before he could be sure.

_If I'm wrong I can relax,_ he thought in an effort to build up courage. _I can just hop in the Hog and drive the fillies to safety and everything will be fine, but if I'm right-_ Acting before the thought could finish, the blue unicorn whirled around and cast his gaze down the battle-scarred street.

His dread solidified, tearing an icy hole in his guts and anchoring his limbs in place. Only his mouth moved, finishing his aborted sentence of its own accord.

"… Nine. We only killed nine."

Back down the road, near the wreckage of the Phantom, the final Hunter stood like some iron fiend straight from Tartarus. It had so far refrained from bombarding the melee with its Assault Canon, but a sizable gap in the twisted metal behind it showed that it had not been idle. Now it turned back to the ponies it had been sent to destroy. Its Cannon was charged and leveled at the stallion, and as the first wave of Covenant soldiers surged through the breach it fired.

Pokey Pierce numbly watched the mass of green death soar through the air, not even flinching as he joined his friend Time Turner as a black smear on the ground.

The Cutie Mark Crusaders ducked into the Warthog before the blast landed, trying their best to stay quiet as the car rocked from the close impact. They did not dare to peek over the edge of the frame. They could hear the monsters outside, closer than ever before. To reveal themselves now would be suicide.

While Applebloom tried to burrow into the thin gap between the seat and the metal frame and Sweetie Belle rocked herself in a fetal position, Scootaloo was looking around in blind terror for some way to escape. _This isn't how it's supposed to end,_ she yelled in her mind, trying to force her body to follow a plan she didn't have. _I haven't even found my special talent! Dying a virgin is bad enough, but if I die a blank flank I'll never hear the end of it!_

She could practically see Diamond Tiara and Silver Spoon, their mocking smirks betraying the already-transparent lie behind their looks of false pity. "_Wow, I guess you really _are_ a blank-flank for life_," Tiara would say with that tormenting sneer of hers as Silver Spoon snickered behind her. "_It's sad, really. Now you won't be able to live out the rest of your life as a talentless chicken_!"

Scootaloo screwed her eyes shut, trying to banish the imaginary bullies but only making them more vivid for lack of a backdrop. Violently shaking her head in a futile attempt to dislodge their smug grins, she growled in rage at the hurtful figments and at her own impotence, "No, no, _no_!"

Suddenly her skull met something hard and plastic. Rubbing the impact, the orange filly cracked one eye open to see what had interrupted her internal struggle, only to be met with the steering wheel of the Warthog. Despite having seen it multiple times during her fit of panic, it was as if she was looking at it for the first time now. _This is a wheeled vehicle_, it seemed to say. _You are_ in _an escape route, and with the help of your friends you can all get out alive._

_But you must hurry,_ the mysterious voice faded out as heavy footfalls separated from the marching din to reach the pegasus's ears.

Now in an entirely different mode of panic, Scootaloo zipped to her simpering friends and said, "C'mon girls, we've gotta move," while trying desperately to shove them into motion.

Sweetie Belle simply curled deeper in on herself, murmuring some unintelligible phrase over and over again, but Applebloom was at least aware enough to notice. "Why?" she shot back dully from her meager crevice. "Why can't we just hide in here an' wait fer them ta leave?"

There was a snuffling _snort_ as the monster drew nearer.

"Because they already know we're here," the pegasus retaliated. "We have to go _now_!"

"Go _how_? Are we just s'posed to _run_ for it?"

"No, we drive!" She pried the cream filly from her hole and pushed her into the floorboards with a final shout of, "Now sit on the gas and let me do the steering!"

"But there's six pedals down here!" Applebloom shouted as Scootaloo reared up in the seat and hooked her forelegs into the steering wheel. She peered over the top of the dashboard…

… and straight into the eyes of a savage-looking ape in golden armor.

"Pick one, _now_," the pegasus filly screamed.

The Brute grunted in surprise, then let out a hungry laugh and started circling around to the open side.

Applebloom hesitated, surveying her options. One of the pedals arrayed before her was smoother than the others. That meant it must be used more. In any machine, the most-used trigger must be the most useful, right? That logic seemed sound to the little earth pony, so she bit her lip and slammed her entire weight into what she dearly hoped was not the brakes.

The Warthog roared into motion, shattering the brute's arm as it reached for its screaming meal. The sudden acceleration nearly made Scootaloo lose her grip on the wheel, and she almost did not remember to turn through the rushing wind and adrenaline. Even throwing her whole body into it, the battered vehicle almost crashed into the still-smoking hull of the Phantom before heading back up the street.

A supposedly-empty automobile suddenly coming to life will attract attention, however, and that Brute was far from the only enemy in the road.

Grunts, Raptors, and still more Brutes spun to meet their new target. Many opened fire immediately, while an unlucky number were forced to jump out of the way or be crushed as three tons of steel came barreling through. Bolts of plasma shot out in a torrent, unintentionally overwhelming and vaporizing most of the Spiker and Needler rounds in their midst before splashing into the hull or streaking past it to tear into the walls or other Covenant beyond. Even given the volume of fire racing to meet them, the Crusaders drove through recklessly untouched.

Indeed despite the obvious size of the target, it proved to be surprisingly evasive through speed alone. Shots from the sides would more often than not pass behind it as it rushed by faster than the shooters could adjust, and anything in front was more occupied with avoiding the tusked bumper than dealing damage of its own. Even the few soldiers with the presence of mind to step into the cleared corridor behind it found that their attacks barely outpaced the Warthog and would fizzle out before they could catch up.

Not that Scootaloo noticed. All the daredevil filly felt was hot wind in her mane and the rumble of the engine. All she saw was a crystal-clear blur of motion, indistinct and yet showing everything she needed to see. Adrenaline pounded in her ears like a drum, drowning out the whizzing of plasma and the wet crunches of bodies meeting bumper. Even Applebloom's panicked cries as she strained against the jostling of the undercarriage fell on deaf ears.

Orange wings buzzed unconsciously as if to force still more speed into the spinning tires. She knew this feeling; that tingle that crept up her spine whenever she was on her scooter, surging briefly as she pulled her stunts. Even some of the riskier escapades she had dragged her fellow Crusaders through in the past brought up a flicker of the sensation, though the others never seemed to feel it.

But nothing could compare to _this_. It was like lightning in her veins, pure energy pouring into every fiber of her being. It pulsed in time with her heart and arced invisibly from her hooves and wingtips, flowing eagerly into the machine. Her lips pulled back in a face-splitting grin as it pushed through the metal, imbuing it with power and a single purpose straight from her mind: _more speed._

Purple sparks danced across the engine, which roared with a primal fury not seen in the internal combustion engine in centuries. Lights shot from the wheels, pushing them faster and leaving a thin trail of purple flames along their tracks. Magic rippled into form around the pedals and startled Applebloom away as it readily took up her task.

Even Scootaloo herself was visibly affected. Magic shone deep in her hard-set eyes and sparked from her hooves into the Warthog, and the flicking of her mane and tale began to resemble purple fire instead of messy hair. With so much going on, a flash on her flanks went wholly unnoticed.

The same could not be said of the display as a whole.

Radiation-green explosions shook the car as Banshees streaked overhead. Though none of them hit close enough to stop her, the blasts forced Scootaloo to swerve and slowed her long enough for two of the alien craft to come back up from behind. The pained wail of their engines as they struggled to keep pace would have done their ghostly namesakes proud, but keep pace they did and their companions were not far behind.

Their plasma cannons nipped at the rampaging vehicle's heels as it tore down the street, now passing scattered firefights between Covenant and Equestrian forces and leaving a trail of confusion and alien roadkill in its wake. In just a few minutes of driving they would reach the safety of town square, but every corner they turned the Banshees would cut across to strafe them with fuel rods again. Each near-miss rocked the car, and with each repetition the trailing ships drew nearer.

"We're not gonna make it!" Applebloom cried, now clinging to the still-catatonic Sweetie Belle in the floor of the other seat.

"We'll make it. I can already see the last turn up ahead," Scootaloo tried to reassure her, even though she herself was not so sure. The alien craft were already dangerously close, their guns eating away at the Warthog's deformed rear and splashing down to either side. One more turn could be one too many.

_Whatever._ _It's either that or stop and let the monsters eat us,_ she thought grimly, fighting down a shudder and trying to ignore the army of savage invaders even now scrambling out of her path.

There was a moment of groaning metal and dizzying vertigo as the world spun around them, the pegasus' underdeveloped and already-flagging magic straining its limits to redirect the vehicle's substantial momentum. The enchantment flickered and sputtered, freeing the tires to skid and losing precious speed, but it held.

The end of this nightmarish crusade was now in sight, but first she would have to drive through one last battlefield.

Main Street was, like everywhere, carpeted in bodies and dotted with broken vehicles. Smoking craters filled the air with an acrid haze and splintered holes had been blasted into the surrounding buildings, yet foreboding as the scene was it still teemed with movement and noise. Waves of Covenant soldiers poured into the labyrinth of cover to skirmish with the entrenched ponies. Pegasi contested leaping Raptors and jetpack-wearing Brutes for control of the high ground. Streaks of magic and plasma crisscrossed overhead before crashing down to earth.

And now a glowing Warthog was barreling through it all with a flock of Banshees in hot pursuit.

Another barrage of green fire slammed into the ground close enough to singe Scootaloo's fur, but she didn't flinch. She couldn't, not when they were so close and any lapse could mean the death of her friends. Instead she angled the Hog towards the clearest path she could find through the warzone, blaring the horn in hope of warning everypony to stay out of her way.

As the Banshees opened up again with their plasma cannons something in the square shifted, barely visible through the smoke and even then only because of its massive bulk. Lights flared across the top and ponies and aliens alike dove for cover as the screech of missiles filled the air. Suddenly finding themselves under fire the purple crafts swerved and scattered, but the very speed which had allowed them to follow the Crusaders' retreat now turned against them as their momentum dragged them into the laser-guided teeth of the Wolverine. Escape was impossible, and they were torn apart in an instant.

Even with the metal flyers shattering in bursts of blue flame however the foals were not yet safe. More rockets had been fired than the Banshees had needed and the leftovers, lacking alternate targets to chase, defaulted on their programming as indirect artillery. Explosions blasted the battered street as they dived almost at random, making efforts only to avoid UNSC personnel. None of the three fillies were marked as such, and in one last spiteful burst of misfortune a missile came down scant feet ahead of them.

Scootaloo's world became a ringing blur. Vague shapes danced between the edge of her vision and the flash that refused to go out, even when she shut her eyes. She didn't want to keep them close though. She felt wind and weightlessness, and she wanted to see. She was finally flying, after all.

Cracking her eyes, she found the afterimage slowly fading into clarity. Main Street spun sickeningly to all sides, framed by twisted metal as it sped past. To her right, Applebloom and Sweetie Belle drifted listlessly up from the floor in a terrified embrace. Both looked to be screaming, and Scootaloo noted that she was screaming too. In fact she was starting to be able to hear it through the sourceless tone in her ear.

_Oh yeah,_ she recalled numbly, _we're about to die._

Seconds passed slowly, as if to compensate for the feverish haste of the past few minutes. They were out over the square itself now, having sailed just above the fighting on the last sparks of Scootaloo's magic. Gravity finally took hold, the pegasus too weak to hold it off any longer. Even if she could, they were still barreling straight towards the massive Wolverine.

Given no other option, Scootaloo clenched her eyes shut, pulled her friends close, and cried into their fur. "I'm sorry! I'm sorry for all the bad stuff I said about you and all the stunts I made you pull, and I'm sorry you're both gonna die now because of me and my dumb idea. You girls are the best friends I ever had and you don't deserve to die because of somepony as dumb and stupid as me!"

Applebloom and Sweetie Belle's only response was to wordlessly wrap their hooves around their sobbing friend. Together they waiting, eyes closed, for the end.

* * *

><p><em>Ponyville Town Hall<em>

Twilight, despite her deep-seated need for organization, had given up the command center as a lost cause. Between coordinating forces cut off by this sudden blitz and enacting a fighting retreat in the face of the very same, she was simply too busy – a word she was rapidly re-learning the meaning of –to keep track of everything. Add to that reports of a lightning-fast "Ghost Hog" headed their way, and she was certain she could hear her mane greying.

Nopony noticed the Wolverine as it fired another salvo; it had been doing that repeatedly over the past ten minutes, after all. What followed soon after however, _did_ seize their attention. And how could it not when that scream echoing from three mouths as if they were dozens had been a herald of wanton chaos in Ponyville for nearly two years, to the point where some claimed to have heard it moments before this brutal Covenant offensive began?

The librarian acted without thought, the noise acting as a catalyst for her frustration and distraction to trigger an ingrained response, and the Cutie Mark Crusaders materialized next to her in a flash of light. She had to stop herself from growling, "_What did you do?_"

The three fillies remained clutching themselves, not sure of what had happened. Gone was the screaming wind and nauseating twirling, and in its place was silence and cold, hard, _stationary_ ground beneath their hooves. They kept their eyes shut however, even as they were surrounded by cheering and swept up in eager and protective hooves. Only when they heard the muffled _crunch_ of the Warthog's crash did they allow themselves to peek, half afraid that they were somehow already dead.

Instead they found themselves inside the town hall being crowded by nearly a dozen ecstatic ponies, with many more watching happily from wherever they lay before returning their attention to their wounds. The joy in the air was almost palpable as Applejack and Rarity clutched their little sisters in backbreaking hugs, unable to speak through their relief. Scootaloo ended up being squeezed by somepony she didn't know and even Twilight was being smothered with thanks for teleporting the fillies to safety at the last second. The lavender librarian seemed to be the only pony making any attempt to break up the reunion, though it was halfhearted and made little progress.

The true interruption came much to everypony's surprise, from Fluttershy forcing her way through the press with a cry of, "Give them some room! Let the poor things breath!" The crowd quickly dispersed, though the two big sisters stayed protectively in place as the pegasus tittered nervously, "Oh my goodness, you three look terrible!" She began delicately poking the smaller ponies, earning small yelps of pain whenever she found one of their numerous scrapes and scuffs. "You're all bruised and –and you're just shaking like a leaf! What happened to your backs? What's all of this sticky stuff in your fur? Oh, and Scootaloo what's that on your flank?"

All functioning eyes centered on the orange filly.

She stared back at them for a moment, not quite sure if she had heard the question correctly. Then she looked down at her rear only to find her tail wrapped self-consciously over it. Pushing aside the singed and matted hair revealed something that barely a few minutes earlier she thought she would never see.

A purple-rimmed tire in the middle of a silver six-pointed star was plastered across her flank.

Once again the world around Scootaloo ceased to matter as the gears in her head ground uselessly against each other. Murmurs of "What's it for?" and "She got that out _there_?" bounced off her ears without entering, the curious jabs of her friends went unfelt, and she didn't even notice Fluttershy scamper off to help somepony else.

_I got my cutie mark,_ she thought emptily, willing the words through in her mind an effort to spur it into movement. It failed to work, so she tried again.

_I'm glad that this has happened._

The label felt hollow somehow. She didn't actually feel glad about it, but if not that, then what? This was a momentous occasion! She needed some form of emotion to pin to it! But scouring herself turned up nothing, not even worry over the apparent void in her heart.

A sensation finally surfaced after several moments of fruitless searching, and she embraced it without a second thought. _Finally! I have my cutie mark and I feel… lightheaded?_

A few ponies gasped as the filly lost consciousness, though most were once again occupied with their own issues. Nevertheless Nurse Redheart appeared by her side almost immediately with a flurry of prods and tests. "She's breathing well," the medical mare mumbled anxiously. "Pulse is steady, blood pressure only slightly elevated, not even a fever."

"Physically, she looks fine," Redheart announced at length, "but we'll have to keep an eye on her until we know what's wrong."

"D'ya think all a' that fancy magic she was doin' on tha Chupamathingy mighta had somethin' ta do with it?" Applebloom asked while cautiously poking her comatose friend. Scootaloo groaned and shifted slightly, but nothing more.

"The what?" Twilight cut in as she trotted back up to them. "You mean the Warthog?"

"I thought it looks kinda like one a them Chupamacabra critters Snips 'n Snails were goin' on about at school one day."

"What? No it –Never mind!" Shaking her head, Twilight changed the subject. "I just called the evacuation center in Canterlot, but they can't risk delaying the launch for very long. You three need to go _now_."

"Not until Scootaloo is okay," shouted Sweetie Belle indignantly.

"She'll be fine," the older unicorn assured, wrapping the unmoving pegasus in a spell. "She just has a slight case of…"

There was a lengthy pause as the information from the magic was processed.

"… Whoa, complete magical exhaustion. I've only read about this." Twilight's voice was both concerned and impressed, and the light of her magic flared slightly. "There's hardly a trace of metaphysical energy left in her. Oh, but don't worry!" she hastily added, seeing the fear on the others' faces. "She's not in any danger. She just needs to rest and recover her strength for a while, and then she'll be back to normal."

Everypony breathed a sigh of relief as Applejack scooped the sleeping filly onto her back. "C'mon you two, we'd best get goin'," she declared, "Them ships won't wait fer ever."

"Oh, but darling, your injuries-" Rarity started to warn, only to be waved off.

"Ah feel fine; that foamy stuff's a miracle in a can!" The cowpony turned to Twilight and asked, "So where's the nearest place that's still got a set of wheels in the basement?"

The unicorn considered the options for a moment before responding, "There's actually still a car stationed right here, but the Princess ordered us all to stay in Ponyville, remember? It's bad enough that we've lost contact with Rainbow Dash; if you're not back when Celestia gives the signal, the plan might not work!" Taking a hesitant nod for a reply she swept her gaze over the entire triage area, quickly finding somepony else to take the foals.

"Bon Bon! Can you come over here please?" The earth mare approached uncertainly, her crème torso partially obscured by stained gauze. She didn't speak, but cast cautious glances between the fillies and their big sisters before settling attentively on Twilight. "These fillies need to get to the evacuation center in Canterlot as soon as possible. Can I trust you to take them there safely?"

Bon Bon looked back at disheveled foals, this time taking in their pitiful demeanor. All three were bruised and bloody, their fur caked with sweat and burnt sap where it wasn't singed black altogether. Scootaloo was curled unresponsive on Applejack's back, Applebloom and Sweetie Belle huddled mutely at the orange mare's hooves looking at something in the general direction of the floor. Neither of the elder siblings seemed sure of how to comfort them.

She gave a stern nod without taking her eyes off of them.

"Great! Now, you need to –"

A sudden fracas outside disrupted the instructions; Shouts, screams and bursts of gunfire, all much closer than the engagement at Main Street.

"Third sub-basement, last car left, you can't miss it! _Go_!" Twilight shouted in panic, hastily shifting the limp pegasus to the other mare's back before turning to the other fillies. "Girls, follow Bon Bon, okay? She'll get you to safety." They nodded numbly –though she had already teleported away –and scampered to comply, eager to put this nightmare behind them.

* * *

><p>Author's Notes: Uh, wow. Seems kinda silly to be excited about "almost five thousand words" now, doesn't it?<p>

So yeah, a lot of stuff in this chapter.

We finally get to see what an Equestria-verse Jackal looks like. Yes, the Raptors. They turned into freaking dinosaurs. Also for the record and before anyone asks, yes, I know the Hunters are described here as being green. This was mentioned briefly a few chapters ago as a quick joke that I simply plan on running with. Hunters are green now. Green is cool.

I ranted for a little on the common misconception that plasma wounds self-cauterize.

Scootaloo got her cutie mark! I think the seldom-seen Road Rage medal from Halo: Reach fits her pretty nicely, don't you? Plus it has the added meaning of the six-pointed star denoting magic, basically saying Scoots is a wizard behind the wheel. I actually had to fine-tune a lot of my headcanon about cutie marks and magic in general here. But I'm going leave that out and use this journal post right here: /blog/159495/on-cutie-marks-and-magical-theory-by- a -howitzer. (it's on FIMFiction, so the site's being a butt about the link)

And finally, we now have our first taste of "real" combat. So, how was it? Did I get bogged down in details? Was it too fast-paced? Tell me what you think, about that or anything else!

And as always, thank you all for reading and (hopefully) enjoying my humble little story. Please favorite, review, like, and/or comment as appropriate for the site you are reading it on.

**Edit by pre-reader:

RIFLEMEN526 IS THE GREATEST.

EVER.


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